Common use of Access and Information Clause in Contracts

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will Seller shall give, and shall direct or cause its accountants and legal counsel Subsidiaries to give, Purchaser to Buyer and its Affiliates, and their respective authorized officers, employees, accountants, counsel and other representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during Seller’s or the applicable Subsidiary’s normal business hours throughout the period prior to the Closing to all offices and other facilities and to all of Seller’s or the applicable Subsidiary’s properties, books, contracts, agreements, commitments, books reports of examination and records of or pertaining relating to the Company Engenio Business, the Transferred Employees, the Purchased Assets and the Assumed Liabilities (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation). Seller shall assist, and cause its Subsidiaries to assist, Buyer and its subsidiaries, will permit the foregoing to make Affiliates in making such reasonable inspections as they may require investigation and will shall cause its officers promptly to furnish Purchaser with (i) such financial and operating data counsel, accountants, engineers, consultants and other information with respect non-employee representatives to the business and properties be reasonably available to any of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares them for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedpurposes. (b) The Chief Financial Officer After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual Third-Party confidentiality obligation), reasonable access for inspection and copying of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer all Business Records, Governmental Permits, Licenses, Contracts and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares any other information existing as of the date Closing Date and relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of the expiration of the Offerinformation contained therein. (c) Without limiting any other provision Buyer agrees to preserve all Business Records, Licenses and Governmental Permits in accordance with its corporate policies related to preservation of this Agreementrecords. Buyer further agrees that, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offerextent Business Records, the Company shall inform Purchaser orally and Licenses or Governmental Permits are placed in writing storage, they will be kept in such a manner as to the then-current status of satisfaction of the conditions to the Offer described make individual document retrieval possible in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedreasonably expeditious manner. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser Purchaser, its affiliates and its their respective authorized representatives (including, without limitation, its financial advisorsaccountants, accountants legal counsel and legal counselconsultants), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly officers, with reasonable promptness, to furnish Purchaser with (i) such financial and operating data and other information with respect to the business respective businesses and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; providedPROVIDED, howeverHOWEVER, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser Purchaser, its affiliates and their respective authorized representatives may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company or any of its subsidiaries directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the CompanyCompany or any of its subsidiaries, and (ii) have access to the Company's or any of its subsidiaries' offices and facilities; , and, following the time of first acceptance of Shares for payment under the Offer, Purchaser Purchaser, its affiliates and their respective authorized representatives shall not be restricted in any manner in contacting employees of the Company or any of its subsidiaries or in accessing the Company's or any of its subsidiaries' offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement the Company Transaction Documents, the Offer, the Merger and the other agreements transactions contemplated hereby and, in each case, the transactions contemplated and thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the date period between the Contract Date and the Closing Date, Purchaser shall be entitled, through its employees and representatives and at its own expense, to make such examination of the Books and Records as Purchaser may reasonably request. Any investigation, examination or interview by Purchaser of employees of any of Seller and its Affiliates or access pursuant to any of the provisions of this Agreement Section 5.2 shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Seller; provided, however, that such actions by Purchaser shall not unreasonably interfere with the Effective Timenormal operation of the Business. Notwithstanding any other provisions of this Section 5.2, Purchaser and Seller shall cooperate in implementing the Company will giveprovisions of this Section 5.2 so as not to prevent or interfere with Parent’s and Seller’s compliance with Section 5.1 hereof. (b) Following the Closing Date, each of Parent and Seller shall, and shall direct cause its accountants Affiliates to: (i) allow Purchaser, upon reasonable prior notice and legal counsel during normal business hours, through its employees and representatives, the right, at Purchaser’s expense, to giveexamine and make copies of any records retained by Seller or any of its Affiliates for any reasonable business purpose (including as is reasonably necessary for the purpose of determining whether or not an Insurance Contract has met the diversification requirements of Section 817(h) of the Code), including the preparation or examination of Purchaser’s Tax Returns, regulatory filings and financial statements, but only to the extent that such records of Parent, Seller or any of their Affiliates relate to MONY or the Business; (ii) allow Purchaser to interview employees of Parent, Seller or any of their respective Affiliates for any reasonable purpose relating to the Business, including the preparation or examination of Tax Returns (including as is reasonably necessary for the purpose of determining whether or not an Insurance Contract has met the diversification requirements of Section 817(h) of the Code), regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, or the conduct of any regulatory, customer or other dispute resolution process and (iii) maintain such records for Purchaser’s examination and copying until at least the sixth anniversary of the Closing Date, provided, that Seller may destroy such records in its discretion following the third anniversary of the Closing Date after giving reasonable prior written notice to Purchaser of its intent to destroy such documents, provided, further, that Seller and its Affiliates shall have no obligation to maintain or retain any books and records to the extent that electronic or paper copies or originals of such books and records are delivered to Purchaser or any of its Affiliates (including MONY) at or prior to the Closing. Access to such employees and records shall not unreasonably interfere with the business operations of Seller or its Affiliates. (c) Following the Closing Date, Purchaser shall, and shall cause its Affiliates to: (i) allow Seller, upon reasonable prior notice and during normal business hours, through their respective authorized representatives employees and representatives, the right to (including, without limitation, its financial advisors, accountants A) examine and legal counsel)make copies, at all reasonable timesSeller’s expense, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, of the books and records of or pertaining MONY to the Company extent relating to periods prior to the Closing and (B) interview Purchaser’s and its subsidiariesAffiliates’ employees, will permit in the foregoing to make case of either clause (i)(A) or (i)(B), in connection with the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements; and (ii) maintain such reasonable inspections as they may require books and will cause its officers promptly to furnish Purchaser with records for Seller’s examination and copying in the circumstances contemplated by clause (i) above. Purchaser shall maintain and make available to Seller the books and records of MONY to the extent relating to periods prior to the Closing until at least the sixth anniversary of the Closing Date, provided, that Purchaser may destroy such financial books and operating data records in its discretion following the third anniversary of the Closing Date after giving reasonable prior written notice to Seller of its intent to destroy such documents. Access to such employees and other books and records shall not unreasonably interfere with the business operations of Purchaser or its Affiliates. (d) Following the Closing Date, Purchaser shall, and shall cause its Affiliates to, provide such information to the Affiliated Distributors that are parties to the Distribution Agreements, in accordance with the terms of the Distribution Agreements, as is necessary to enable such Affiliated Distributors to provide the Independent Distributors with the information necessary to service customers with respect to the business Insurance Contracts, and properties none of Purchaser or any of its Affiliates shall, whether directly or indirectly, support or sponsor a program that is intended or would reasonably be expected to result in the replacement of the Company Distributors as servicers or brokers of record for the Insurance Contracts. Purchaser shall promptly make any changes in the servicer or broker of record with respect to the Business requested by any Affiliated Distributor that is a party to a Distribution Agreement; provided that such requested change would not violate Applicable Law or the terms of any Contract to which Purchaser or any of its Affiliates (including MONY) is a party. Purchaser shall not honor the request of any other Person to change the servicer or broker of record with respect to the Business, unless in the opinion of Purchaser’s counsel such refusal to honor such request would violate Applicable Law or the terms of any Contract to which Purchaser or any of its Affiliates (including MONY) is a party. (e) Except as set forth in the last sentence of this Section 5.2(e) or in Section 5.14(f), between the Contract Date and the Closing Date, each of Parent and Seller shall, and shall cause its subsidiaries as Affiliates to, use any information relating to the Insurance Contracts or the holders of the Insurance Contracts only for the purpose of servicing customers with respect to the Insurance Contracts and operating and administering the Business in the ordinary course and in accordance with past practices (including any purpose relating to compliance by Parent, Seller or any of their respective Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to the ownership, operation or administration of the Business). Following the Closing Date, (i) Purchaser may from time shall, and shall cause its Affiliates to, use any information relating to time reasonably requestthe Insurance Contracts or the holders of the Insurance Contracts only for the purposes of servicing customers with respect to the Insurance Contracts and operating and administering the Business (including any purpose relating to compliance by Purchaser or any of its Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to Purchaser’s ownership, operation or administration of the Business), and for the other purposes contemplated by Section 5.14(d) and (e) or required under the terms of the Distribution Agreements and, for the avoidance of doubt, Purchaser shall not make such information available to its insurance agents, insurance agencies and brokers, and (ii) a copy except as set forth in the last sentence of this Section 5.2(e) or in Section 5.14(f), each material reportof Parent and Seller shall, schedule and other document filed or received by the Company pursuant shall cause its Affiliates to, use information relating to the requirements Business only for the purpose of complying, or causing its applicable securities laws Affiliates to comply, with their respective obligations under this Agreement and the Distribution Agreements (including any purpose relating to compliance by Parent, Seller or any of their respective Affiliates with any Applicable Law, or to dealings with any Governmental Authority, relating to the NASDservicing of the Business). Neither Purchaser, Parent nor Seller, nor any of their respective Affiliates, may, from and after the Contract Date or as promptly thereafter as is reasonably practicable, include any information relating to the Insurance Contracts in any “data mining” program or process that is designed or intended to identify any holder of an Insurance Contract for targeted marketing or solicitation of other products offered, distributed or administered by such Person; provided, however, provided that, between notwithstanding the date hereof and foregoing, neither Purchaser, Parent nor Seller, nor any of their respective Affiliates, shall be prohibited from including information relating to insurance or annuity Contracts not included in the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the CompanyBusiness, and (ii) have access to the Company's offices and facilities; andany holder thereof, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner such “data mining” program or process even though such holder of such insurance or annuity Contract that is not included in contacting employees the Business is also a holder of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedan Insurance Contract. (bf) The Chief Financial Officer of the Company shall deliver Anything to the Purchaser immediately before the close of business on the day which is six contrary in Section 5.2(a), (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offerb), a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii)d) or (e) notwithstanding, the party granting access may withhold any document (f), (g), or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (kiii) on Annex A heretoif the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to violate Applicable Laws so long as the party granting access shall have used its commercially reasonable efforts to provide such information without violation of Applicable Law. The President of party granting access shall promptly provide, or cause its Affiliates to provide, any consent requested by its or its Affiliates’ independent accountants in connection with such access. If so reasonably requested by the Company party granting access, the other party shall deliver enter into a customary joint defense agreement with the party granting access and its Affiliates with respect to any information provided to such other party pursuant to this Section 5.2(f). Any information provided pursuant to this Section 5.2 shall be subject to the Purchaser promptly following the close applicable provisions of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedSection 5.3. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the date period from the Signing Date and continuing until the earlier of the termination of this Agreement and in accordance with Section 9.1 or the Effective TimeClosing (the “Interim Period”), the Company will subject to Section 7.14, BGHL shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel)Perception, at all reasonable timestimes during normal business hours and upon reasonable intervals and notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, properties, Contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the business Target Companies, as Perception may reasonably request regarding the Target Companies and properties of the Company their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and its subsidiaries as Purchaser may from time to time reasonably requestother aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and (ii) income statement, a copy of each material report, schedule and other document filed with or received by the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or the NASDany other conditions required by such accountants, if any)) and cause each of BGHL’s Representatives to reasonably cooperate with Perception in its investigation; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which that Perception shall conduct any such activities in such a manner as not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not to unreasonably interfere with such employee's ongoing responsibilities the business or operations of the Target Companies. No information or knowledge obtained by Perception in any investigation conducted pursuant to the Company, access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of BGHL set forth in this Agreement or otherwise impair the rights and (ii) have access remedies available to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedPerception. (b) The Chief Financial Officer of During the Company Interim Period, subject to Section 7.14, Perception shall deliver give, and shall cause its Representatives to the Purchaser immediately before the close of give, BGHL and its Representatives, at reasonable times during normal business on the day which is six hours and upon reasonable intervals and notice, reasonable 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 (6) business days prior to the then-scheduled expiration date of the Offer including Tax Returns, internal working papers, client files, client Contracts and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (cdirector service agreements), of or pertaining to Perception, as BGHL or its Representatives may reasonably request regarding Perception and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (e)(ii)including unaudited quarterly financial statements, (f)including a consolidated quarterly balance sheet and income statement, (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions 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 Board approving consent or any other conditions required by such accountants, if any) and cause each of Perception’s Representatives to reasonably cooperate with BGHL and its Representatives in their investigation; provided, however, that BGHL and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the execution, delivery and performance business or operations of Perception). No information or knowledge obtained by BGHL in any investigation conducted pursuant to the access contemplated by this Section 7.1 shall affect or be deemed to modify any representation or warranty of Perception set forth in this Agreement or otherwise impair the rights and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyremedies available to BGHL.

Access and Information. (a) Between Upon reasonable notice and subject ---------------------- to applicable laws relating to the exchange of information, BFS agrees to (and shall cause each of its subsidiaries to) afford Dime's officers, employees, counsel, accountants and other authorized representatives (collectively, its "Representatives") reasonable access (together with the right to copy), during ---------------- normal business hours throughout the period until the Closing Date, to its books, properties, contracts and records (including loan and credit files, tax returns and work papers of independent auditors) and, during such period, shall (and shall cause each of its subsidiaries to) furnish to Dime and its Representatives all information concerning its business, property and personnel as may reasonably be requested and instruct its officers, employees, counsel and accountants to be available for, and respond to reasonable questions of, Dime and its Representatives at reasonable hours and with reasonable notice and to cooperate with Dime in planning for the integration of the business of BFS and its subsidiaries with the business of Dime and its subsidiaries. Neither BFS nor any of its subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of BFS's customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of Dime and BFS agree that it and its subsidiaries will not, and will cause their Representatives not to, use any nonpublic information obtained from the Effective Timeother party in connection with or relating to this Agreement, the Company will give, and shall direct investigation leading up to its accountants and legal counsel execution or the transactions contemplated hereby (including by Dime pursuant to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counselSection 5.5(a), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining ) for any purpose unrelated to the Company consummation of the transactions contemplated by this Agreement. Pending consummation of the transactions herein contem plated, each of Dime and BFS agrees that it and each of its subsidiariessubsidiaries will keep confidential, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly Representatives to furnish Purchaser with (i) such financial keep confidential, all nonpublic information and operating data and documents so obtained from the other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASDparty; provided, howeverthat the obligation to -------- keep such information or documents confidential shall not apply to (1) any information or document that (A) was already in Dime or BFS's possession prior to the disclosure thereof by the other party, that(B) was then generally known to the public, (C) became known to the public through no fault of Dime or BFS, as the case may be, or (D) was disclosed to Dime or BFS, as the case may be, by a third party not bound by an obligation of confidentiality or (2) disclosures required by law, governmental or regulatory authority. Upon any termination of this Agreement, each party will collect and deliver to the other party all nonpublic documents obtained by any of it, its subsidiaries or any of their Representatives and then in their possession (other than documents of the type described in the proviso to the preceding sentence) and any copies thereof and destroy or cause to be destroyed all notes, memoranda or other documents in the possession of it, its subsidiaries or their Representatives containing or reflecting any nonpublic information obtained from the other party (other than information of the type described in the proviso to the preceding sentence), except to the extent that any such information may be embodied in minutes of the meetings of such party's Board of Directors or in filings, reports or submissions to or with any Governmental Entity. Promptly after any such termination, each of Dime and BFS shall deliver to the other a certificate signed on its behalf by a senior executive officer to the effect of its compliance with the agreements of it set forth in the preceding sentence. (c) Without in any way limiting the provisions of Section 5.5(a), BFS shall provide to Dime within 30 days of the end of each calendar month between the date hereof and the time of first acceptance of Shares Closing Date (1) consolidated financial statements (including a balance sheet and income statement) as of, and for payment under the Offerperiod ended, Purchaser mayon such month-end, upon in the prior written approval (form in which shall not be unreasonably withheld or delayed) of the Companysuch statements are prepared for use by BFS's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companymanagement, and (ii2) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not such other information customarily prepared by BFS as may be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed reasonably requested by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedDime. (d) Prior No investigation, whether pursuant to the execution and delivery of this AgreementSection 5.5 or otherwise, the Company shall have delivered affect or be deemed to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companymodify any representation or warranty herein.

Access and Information. (a) Between From the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 9.1, and except as determined by Sellers in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), Sellers shall permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to (i) the offices, facilities, properties and the Effective Timefinancial, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices accounting and other facilities and to all contracts, agreements, commitments, books and records of or pertaining Sellers and the Acquired Companies relating to the Company Business (provided such access does not permit “Phase II” or other environmental sampling, testing or investigations) and (ii) the appropriate management personnel of Sellers and the Acquired Companies. Without limiting the foregoing, Sellers shall furnish to Buyer and its subsidiaries, will permit the foregoing to make representatives such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such additional financial and operating data and other information with respect to regarding the business and properties of the Company and its subsidiaries Business as Purchaser Buyer may from time to time reasonably requestrequest for purposes of conducting its due diligence review of the Business, preparing to operate the Business following the Closing and in connection with the consummation of the transactions contemplated hereby. It is understood that Sellers shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances and in the sole discretion of Sellers, unreasonably interfere with Sellers’ or their respective Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of Sellers, violate applicable antitrust or similar Laws. With respect to any Persons with which any Seller, any Acquired Company or the Satair JV has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates any Sellers, any Acquired Company the Satair JV or the Business, Buyer shall not make any independent inquiry with respect to any Seller, any Acquired Company, the Satair JV, or the Business without Sellers’ prior written consent and, to the extent Sellers consent thereto, all such inquiries shall be conducted by Sellers in response to a request by Buyer. (iib) a copy All information provided or obtained pursuant to Section 5.1(a) shall be held by Buyer in accordance with, and subject to the terms of, and shall constitute “Evaluation Material” under, the Confidentiality Agreement, dated October 20, 2014, between TransDigm Group Incorporated and AAR CORP. (the “Confidentiality Agreement”). The parties hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall automatically terminate upon the Closing; provided that Sections 2 and 3 of each material reportthe Confidentiality Agreement shall survive the Closing in accordance with the time periods set forth in such Sections; provided, schedule further, that notwithstanding anything contained in the Confidentiality Agreement, Section 3 of the Confidentiality Agreement shall not apply to any Transferred Employee or any employee of any Acquired Company or the Satair JV. (c) For two years after the Closing Date, Sellers will, and will cause their respective Affiliates, agents and other document filed representatives to, treat and hold as strictly confidential, and refrain from using or received by disclosing, all of the Company pursuant to the requirements of applicable securities laws or the NASDConfidential Information; provided, however, that, between that nothing in this Agreement shall restrict the date hereof and the time ability of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld Sellers or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, their Affiliates to use Confidential Information (i) contact any employee for internal business purposes, compliance with public reporting obligations, or preparation of the Company directlytax returns and other tax planning purposes, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and or (ii) have access as necessary for Sellers and their Affiliates to fulfill their obligations under the Transition Services Agreement. If either Seller is requested or legally required to disclose any Confidential Information, such Seller will notify Buyer promptly of the request or requirement so that Buyer or its Affiliates may seek an appropriate protective order or waive compliance with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, such Seller is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Seller may disclose the Confidential Information to the Company's offices tribunal, but such Seller shall use its reasonable efforts to obtain, at Buyer’s or its Affiliate’s request and facilities; andexpense, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not an order or other assurance that confidential treatment will be restricted in any manner in contacting employees accorded to such portion of the Company Confidential Information required to be disclosed as Buyer or its Affiliate designates. As used in accessing this Section 5.1(c), the Company's offices term “Confidential Information” means any information concerning the businesses and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation affairs of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which Business that is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offernot, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of this Agreement, already generally available to the expiration public; provided, however, that the term “Confidential Information” does not include information that (i) is or becomes available to Sellers or their respective Affiliates on a non-confidential basis from a source other than the Business, provided that such other source is not known to such Person after due inquiry to be bound by a confidentiality obligation to the Business or is otherwise known by Sellers or their respective Affiliates after due inquiry to be prohibited from disclosing the information to Sellers or their respective Affiliates, (ii) is or becomes generally available to the public (other than as a result of a violation by Sellers or their respective Affiliates of the Offer. (c) Without limiting any other provision provisions of this Agreement), from time or (iii) is independently developed by Sellers or their respective Affiliates without use of or reference to time during the Offer upon the request any Confidential Information or violation of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery provisions of this Agreement. Notwithstanding the first sentence of this Section 5.1(c), Sellers’ obligations with respect to Confidential Information that is deemed a trade secret under applicable Law shall survive for the Company period of time pursuant to which such trade secrets are protected under such applicable Law (and shall have delivered to not expire automatically upon the Purchaser a copy of duly adopted resolutions second anniversary of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the CompanyClosing Date).

Access and Information. (a) Between From the date of this Agreement and hereof until the Effective TimeClosing, the Company will giveED&F Parties shall, and shall direct its accountants cause each of the Transferred Companies to, permit Parent and legal counsel the Merger Subs and their financing providers, if any, and their respective advisers and other representatives to givehave reasonable access, Purchaser during business hours and upon reasonable notice, to the Transferred Companies’ properties and facilities relating to the Business; provided, however, that no such access shall be granted to permit Parent or a Merger Sub or their respective Affiliates, advisers and other representatives to conduct any Phase II environmental site investigations or similar environmental sampling activities at, on, or under the Transferred Companies’ properties and facilities. From the date hereof until the Closing, Parent and the Merger Subs shall permit ED&F and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices advisors and other facilities representatives to have reasonable access, during business hours and upon reasonable notice, to all contractsParent’s and the Merger Subs’ properties and facilities. ED&F shall furnish, agreementsor cause to be furnished, commitments, books to Parent and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such either Merger Sub any financial and operating data and other information (including Tax information) that is available with respect to the business and properties of the Company and its subsidiaries Business as Purchaser may Parent shall from time to time reasonably request, subject to any applicable Law, attorney-client privilege, or contractual restriction. Except to the extent provided in this Agreement or disclosed in the Disclosure Schedule, no information provided to or obtained by Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Parent (including Parent’s right to seek indemnification pursuant to ARTICLE X), or the representations or warranties of, or the conditions to the obligations of, the parties hereto. Parent and (ii) a copy of each material report, schedule Merger Sub shall furnish or cause to be furnished to ED&F any financial and operating data and other document filed or received information (including Tax information) as ED&F shall from time to time reasonably request, subject to any applicable Law, attorney-client privilege and Parent’s and the Merger Subs’ contractual obligations. The parties hereto shall in good faith cooperate with each other to develop, including during the period prior to Closing, the transition and migration plan for the services contemplated by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedShared Services Agreement. (b) The Chief Financial Officer All information provided to or obtained by Parent heretofore or hereafter, including pursuant to clause (a) of this Section 7.1, shall be held in confidence by Parent in accordance with and subject to the terms of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Confidentiality Agreement, from time to time during dated February 12, 2008, between Parent and ED&F (the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c“Confidentiality Agreement”), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of For so long as this Merger Agreement and the Effective Timeis in effect, the Company will giveshall, and shall direct cause each Company Subsidiary to, (i) afford to Acquiror and its accountants and officers, employees, accountants, consultants, legal counsel and other representatives reasonable access during normal business hours, subject to givereasonable advance notice, Purchaser to all of their respective properties, Agreements, books, records and its personnel and (ii) furnish promptly to Acquiror all other information concerning their respective authorized representatives businesses, operations, prospects, conditions (including, without limitation, its financial advisors, accountants and legal counselor otherwise), at all reasonable timesAssets, access liabilities and personnel as Acquiror may reasonably requested to all offices request. (b) For so long as this Merger Agreement is in effect, Acquiror and other facilities Merger Sub shall, and to all contractsshall cause each Acquiror Subsidiary to, agreements, commitments, books and records of or pertaining (i) afford to the Company and its subsidiariesofficers, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data employees, accountants, consultants, legal counsel and other information with respect representatives reasonable access during normal business hours, subject to the business reasonable advance notice, to all of their respective properties, Agreements, books, records and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, personnel and (ii) furnish promptly to the Company all other information concerning their respective businesses, operations, prospects, conditions (financial or otherwise), Assets, liabilities and personnel as the Company may reasonably request. (c) For so long as this Merger Agreement is in effect and from and after the date hereof, each party agrees to discuss in good faith with the other party (i) the occurrence of any material developments concerning their respective businesses and assets, including any material adverse developments causing a copy breach of each material reportany of its own representations and warranties contained herein and (ii) any proposed write-off of any investment made by it or by any of its Subsidiaries. No disclosure by any party pursuant to this Section 5.04(c) shall be deemed to amend or supplement the Company Disclosure Schedule or the Acquiror Disclosure Schedule. (d) For so long as this Merger Agreement is in effect and from and after the date hereof, schedule and other document filed the Company shall provide prompt written notice of the occurrence of any of the following events (whether or received not such event would be required to be disclosed pursuant to this Merger Agreement): (i) the receipt by the Company pursuant of written notice of any lawsuit against the Company or a Company Subsidiary which if determined adversely to the requirements Company or a Company Subsidiary would reasonably be expected to result in monetary damages in excess of applicable securities laws $100,000 or any restriction, in any material respect, on the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld business or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee operations of the Company directlyor any Company Subsidiary, provided that such contact is (ii) written notice by the provider of any Indebtedness of a demand for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities refund or otherwise request repayment of any amounts advanced to the Company, and (iiiii) have access to written notice of a material default under any Company Contract. (e) For so long as this Merger Agreement is in effect, the Company's offices and facilities; andCompany shall, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees end of the first full month following the date hereof and following the end of each month thereafter, provide a written report (the "Company or Monthly Report") containing the following information in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. reasonable detail: (bi) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares cash reserves as of the date of such Company Monthly Report; (ii) the expiration material terms of any contract entered into by the Company or any Company Subsidiary not previously disclosed to Acquiror which involves payments by or to the Company or any Company Subsidiary in excess of $500,000 in any twelve (12) month period after the effective date of such contract; (ii) cash received by the Company during the month of such Company Monthly Report; (iii) any material developments with respect to the matters set forth on Schedule 5.01(k) of the OfferCompany Disclosure Schedule; (iv) the resignation of any executive officer or senior manager level employee of the Company; (v) written notice by any landlord of a late payment under any lease for real property; and (vi) any forgiveness or reduction of debt or account receivable in excess of $250,000 or the exchange or reduction of the same for equity or other consideration. (cf) Without limiting any other provision of For so long as this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which Merger Agreement is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offerin effect, the Company shall inform Purchaser orally and in writing as furnish to Acquiror within 30 days after the then-current status end of satisfaction each fiscal month of the conditions to the Offer described in paragraphs (c)Company, (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President an unaudited consolidated balance sheet of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date as of the Offer a certificate executed by end of such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement fiscal month and the other agreements contemplated hereby andrelated unaudited consolidated statements of operations, stockholders' equity and cash flows for the fiscal month then ended, prepared in each caseaccordance with GAAP, except for the transactions contemplated therebyabsence of notes thereto and subject to normal recurring year end adjustments which will not be material in nature or amount, and certified by the Secretary chief financial officer or equivalent officer of the Company. (g) For so long as this Merger Agreement is in effect and from and after the date hereof, Acquiror shall provide prompt written notice of the occurrence of any of the following events (whether or not such event would be required to be disclosed pursuant to this Merger Agreement): (i) the receipt by Acquiror of written notice of any lawsuit against Acquiror or an Acquiror Subsidiary which if determined adversely to Acquiror or an Acquiror Subsidiary would reasonably be expected to result in monetary damages in excess of $100,000 or any restriction, in any material respect, on the business or operations of Acquiror or any Acquiror Subsidiary, (ii) written notice by the provider of any Indebtedness of a demand for refund or otherwise request repayment of any amounts advanced to Acquiror, (iii) written notice of a material default under any Acquiror Contract, and (iv) any amendment, alteration, repeal or other modification, or waiver of any right or obligation under, any consents, releases, waivers or other instrument obtained from banks and/or guarantors under the Term Credit Agreement or Revolving Credit Agreement within 10 days of the intended effective date of any such amendment, alteration, repeal or other modification, or waiver. (h) For so long as this Merger Agreement is in effect, Acquiror shall, following the end of the first full month following the date hereof and following the end of each month thereafter, provide a written report (the "Acquiror Monthly Report") containing the following information in reasonable detail: (i) cash reserves as of the date of such Acquiror Monthly Report; (ii) the material terms of any contract entered into by Acquiror or any Acquiror Subsidiary not previously disclosed to the Company which involves payments by or to Acquiror or any Acquiror Subsidiary in excess of $500,000 in any twelve (12) month period after the effective date of such contract; (iii) cash received by Acquiror during the month of such Acquiror Monthly Report; (iv) monthly subscriber information, including number of subscribers and average revenues per user; (v) the resignation of any executive officer or senior manager level employee of Acquiror; (vi) written notice by any landlord of a late payment under any lease for real property; and (vii) any forgiveness or reduction of debt or account receivable in excess of $250,000 or the exchange or reduction of the same for equity or other consideration. (i) For so long as this Merger Agreement is in effect, Acquiror shall furnish to the Company within 30 days after the end of each fiscal month of Acquiror, an unaudited consolidated balance sheet of Acquiror as of the end of such fiscal month and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the fiscal month then ended, prepared in accordance with GAAP, except for the absence of notes thereto and subject to normal recurring year end adjustments which will not be material in nature or amount, and certified by the chief financial officer or equivalent officer of Acquiror.

Access and Information. (a) Between From the date hereof until the Closing, subject to reasonable rules and regulations of this Agreement Seller and any applicable Laws, Seller shall (and ROI shall cause Seller to) (i) afford Buyer and its representatives (including representatives of entities providing or arranging financing for Buyer) access, during regular business hours and upon reasonable advance notice, to the Employees, and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsassets, books and records of the Business, (ii) furnish, or pertaining cause to the Company and its subsidiariesbe furnished, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such Buyer any financial and operating data and other information that is available with respect to the business and properties of the Company and its subsidiaries Business as Purchaser may Buyer from time to time reasonably requestrequests, (iii) instruct its counsel and financial advisors to cooperate in a reasonable manner with Buyer in its investigation of the Business, including instructing its accountants to give Buyer reasonable access to their work papers, (iv) provide Buyer and its lenders reasonable access to the books and records of the Business to the extent reasonably necessary for such lenders to complete a customary due diligence investigation with respect to Buyer, (v) cooperate with Buyer and its lenders in such lenders' preparation of security interest documentation and other documents reasonably necessary in order to perfect such lenders' interests in Buyer's assets and properties (including the Transferred Assets) following the Closing, and (iivi) a copy of each material report, schedule provide Buyer and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere its independent accountants with such employee's ongoing responsibilities to the Company, and (ii) have reasonable access to the Company's offices books and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees records of the Company or in accessing Business and the Company's offices Employees, for purposes of completing its accounting and facilitiesTax allocations with respect to the Transferred Assets. No investigation pursuant to this Section 5.1(a) shall alter any representation or warranty given hereunder by Seller. All requests for information made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such access, inspections Person or furnishing of Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to be governed by the consummation terms of the Offer have not been satisfiedConfidentiality Agreement. (b) The Chief Financial Officer of Following the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the OfferClosing, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaserother party, immediately before to the close extent permitted by Law and confidentiality obligations existing as of the Closing Date, Seller shall grant to Buyer, and its representatives, and Buyer shall grant to Seller, and its representatives, during regular business on hours and subject to reasonable rules and regulations of the day which is six (6) business days granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party's possession pertaining to the operation of the Business prior to the then scheduled expiration date Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to the consolidated federal, state or local Tax Returns of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedother party. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the date of this period commencing on the Agreement Date and ending at the Effective Transfer Time, the Company will giveMerck Serono shall, and shall direct cause its accountants Affiliates to, upon reasonable prior notice and legal counsel to giveat reasonable hours, Purchaser afford BioMarin and its respective authorized officers, employees, agents, attorneys, consultants, advisors and other representatives (includingcollectively, without limitation, its financial advisors, accountants and legal counsel“Representatives”), at all continued reasonable timesaccess to Merck Serono’s and its Affiliates’ employees to discuss the Products and access to the properties, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsContracts, books and records (excluding Tax records and Tax Returns) of or pertaining Merck Serono and its Affiliates, to the Company extent related to the Products, and during such period, shall use its subsidiariescommercially reasonable efforts to provide to BioMarin such Contracts, will permit information, books and records to the foregoing extent that they relate to make the Products, as BioMarin may reasonably request, provided, that such reasonable inspections as they may require and will cause its officers promptly access shall not unreasonably disrupt Merck Serono’s ordinary course operations. Notwithstanding anything to furnish Purchaser with the contrary contained in this Agreement, Merck Serono shall not be required to disclose any information or provide any such access if such disclosure or access would [*] (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably requestviolate Law, and (ii) violate the provisions of a copy binding agreement entered into prior to the Agreement Date (including any confidentiality agreement to which Merck Serono is a party), provided, that Merck Serono shall use commercially reasonable efforts to obtain the consent of each any such Third Party to such disclosure, (iii) result in the waiver of any attorney/client privilege or other established legal privilege or (iv) disclose any trade secrets not included in the Transferred Intellectual Property. If any material report, schedule and other document filed or received is withheld by the Company Merck Serono pursuant to the requirements immediately preceding sentence, Merck Serono shall inform BioMarin as to the general nature of applicable securities laws or the NASD; provided, however, that, between the date hereof what is being withheld and the time of first acceptance of Shares basis for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that withholding such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedmaterial. (b) The Chief Financial Officer For a period of [*] following the Company Transfer Time, Merck Serono shall, and shall deliver cause its Affiliates to, permit BioMarin and its representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Merck Serono or its Affiliates, as applicable, to the Purchaser immediately before the close books and records of business on the day which is six (6) business days prior Merck Serono and its Affiliates to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior extent relating to the then scheduled expiration date of Transferred Assets or the Offer Products, and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), extent such access may reasonably be required: (i) and in connection with the preparation of BioMarin’s accounting records, financial reporting or with any audits, (kii) on Annex A hereto. The President in connection with the preparation of the Company shall deliver any BioMarin Tax Returns or with any BioMarin Tax audits, (iii) in connection with any Proceeding or investigation relating to the Purchaser promptly following Transferred Assets or the close Products, (iv) any inspection of business on the then-scheduled expiration date of the Offer BioMarin’s or its Affiliates’ facilities by a certificate executed by such officer Governmental Body or (v) in connection with any required regulatory filing or reporting obligation or governmental inquiry relating to the effect Transferred Assets or the Products; provided, that BioMarin shall reimburse Merck Serono or its Affiliates, as applicable, for all reasonable and necessary out-of-pocket costs and expenses, as well as its internal personnel costs at the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby andFTE Rate, in each casecase incurred by Merck Serono or its Affiliates in connection with any such request. Merck Serono may redact any information that does not relate to the Transferred Assets or the Products, and any access of BioMarin or its representatives pursuant to this Section 6.01(b) shall be conducted in a manner as not to unreasonably interfere with the transactions contemplated therebyoperation of Merck Serono or its Affiliates. In addition to the foregoing, certified as reasonably requested by BioMarin during the Secretary period commencing on the Agreement Date and ending 75 days after the Transfer Time, in connection with BioMarin’s preparation of its pro forma financial statements required by Form 8-K, Merck Serono shall provide BioMarin and its Affiliates reasonable assistance related to the CompanyTransferred Assets and Products as reasonably necessary for BioMarin to prepare such financial statements.

Access and Information. (a) Between After the date hereof and prior to the Closing Date, Sellers shall permit Buyer and its authorized representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the properties, inventory (as individually packaged, but not the contents of such packages), Contracts, books and records of the Companies, including to all batch records for inventory of finished products held by each Company, and to the officers and operating level employees, auditors, investment bankers, counsel, environmental consultants and other representatives of the Companies, in each case, as Buyer shall from time to time reasonably request; provided, however, that any such access shall be permitted (after consultation with the senior management of the Companies) in such a manner as would not reasonably be expected to interfere with the operation of the JRH Business; provided, further, that Buyer shall reimburse Sellers promptly for all reasonable out-of-pocket costs and expenses incurred by Sellers or the Companies in complying with any such request by or on behalf of Buyer. Notwithstanding the foregoing, Sellers need not disclose to Buyer or its authorized representatives any information the disclosure of which would (i) violate applicable Law, (ii) result in a breach of attorney-client privilege or similar privilege, (iii) result in the disclosure of any trade secrets of third parties, or (iv) violate any confidentiality or nondisclosure agreement or other agreement or arrangement to which a Seller or any of its Affiliates is a party. (b) After the date hereof and prior to the Closing Date, Buyer shall not undertake intrusive environmental sampling on any of the Real Property without the prior written consent of Sellers, which shall not be unreasonably withheld. Buyer shall indemnify and hold harmless Sellers from any property damage, loss, cost or expense arising out of the conduct of any such investigations; provided, however, that with regard to any such pre-Closing samplings or investigations, Buyer shall have no indemnity obligations to the extent any such property damage, loss, cost or expense is caused by the acts or omissions of any Seller or Company and Buyer shall not be responsible for any Hazardous Substance which Buyer did not bring onto the Real Property, nor for any and all subsequent releases thereof or violations of Laws resulting therefrom. Further, after the date hereof and prior to the Closing Date, Buyer shall not contact any Governmental Entity regarding the status of the Companies’ compliance with any Laws without providing Sellers with prior written notice of its intent to contact each such Governmental Entity and providing Sellers with the reasonable opportunity to participate in any such meeting or discussion and without obtaining the prior written consent of CSL, which shall not be unreasonably withheld. (c) All Confidential Information provided or obtained pursuant to Section 5.6(a) shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Deed, dated August 4, 2004, by Buyer in favor of CSL (the “Confidentiality Agreement”). (d) Following the Closing, for so long as such information is retained by Buyer, or any of the Companies (which shall be for a period of at least seven (7) years), Buyer shall permit Sellers and their authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Buyer, to the books, records and personnel relating to the JRH Business prior to the Closing Date, to the extent that such access may be reasonably required in connection with (i) the preparation of Sellers’ Tax Returns or accounting records or with any audits, (ii) any suit, claim, action, proceeding or investigation relating to the JRH Business, (iii) any regulatory filing or matter, or (iv) any other valid legal or business purpose of the Sellers related to this Agreement and the Effective Timetransactions contemplated hereunder; provided, that Sellers shall reimburse Buyer promptly for all reasonable out-of-pocket costs and expenses incurred by Buyer, or the Company will giveCompanies in connection with any such request. The Sellers shall be permitted to retain duplicate copies of records relating to Taxes, including Tax Returns and shall direct its accountants and legal counsel such other documents that would be helpful or necessary to give, Purchaser and its respective authorized representatives refer to in connection with any Tax audit by the IRS or another Tax authority (including, without limitation, the relevant tax authorities in Australia and the UK). (e) Following the Closing, Buyer shall, and shall instruct its financial advisors, accountants and legal counsel)the Companies’ employees to, at all reasonable timesSellers’ request, access cooperate with Sellers as may be reasonably requested to all offices required in connection with the investigation and other facilities and to all contractsdefense of any suit, agreementsclaim, commitmentsaction, books and records of proceeding or pertaining investigation relating to the Company and JRH Business that is brought against any Seller or any of its subsidiaries, will permit respective Affiliates at any time after the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASDClosing; provided, however, thatthat Sellers shall reimburse Buyer promptly for all reasonable out-of-pocket costs and expenses incurred by Buyer, between or the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact Companies in connection with any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedrequest. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 and the Effective Timeconfidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Company will giveBooks and Records, the Contracts, the assets and shall direct its accountants properties of the Transferred Entities and legal counsel the employees and Representatives of Seller who have knowledge relating directly to givethe BGI Business, Purchaser in each case, in order that Buyer and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all Representatives shall have the reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing opportunity to make such reasonable inspections investigation as they may Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and will the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its officers promptly to furnish Purchaser with (i) such Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the business and properties of Transferred Entities or the Company BGI Business as Buyer and its subsidiaries as Purchaser may Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) a copy of each material reportBuyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, schedule during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other document information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or received obtained by the Company pursuant to the requirements of applicable securities laws or the NASDSeller; provided, however, thatthat in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, between information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be. (b) Between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) earlier of the Company's Chief Executive OfficerClosing Date and the date on which this Agreement is terminated in accordance with its terms, Chief Financial Officer subject to the terms of this Section 6.1(b) and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law), Seller shall provide to Buyer on a monthly basis as promptly as they become available (A) copies of all regularly prepared monthly financial statements and reports on the Transferred Entities or General Counselthe BGI Business, as appropriate, including statements of operations and balance sheets, (iB) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere updates with such employee's ongoing responsibilities respect to the Companyobtaining of consents in connection with the transactions contemplated hereby, including such consents contemplated by Section 6.6, Section 6.9 and Section 6.10, (C) an updated Base Revenue Schedule, and (iiD) have access to a calculation of Closing Revenue Run Rate, Closing Adjustment Revenue Run Rate, Closing Adjustment ETF Revenue Run Rate and the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares Revenue Run Rate Adjustment Amount as of the date end of each month and such supporting documentation relating to the foregoing and the Initial Base Revenue Schedule as Buyer may reasonably request including a schedule with reasonable detail supporting the determinations of each of the expiration elements of the Offeritems set forth in clauses (C) and (D) (it being understood that the information provided under clauses (C) and (D) will be provided exclusively pursuant to the procedures previously agreed between the parties). In addition, subject to applicable Law, Seller shall provide Buyer with access to all Books and Records and personnel reasonably necessary for Buyer’s financial reporting obligation, and Seller shall, at Buyer’s reasonable request, engage appropriate consultants at Buyer’s cost and as Buyer reasonably deems necessary for its financial reporting obligation related to Seller for periods following the Closing. In the event that the Closing shall be on or prior to December 1, 2009, Seller shall bear all of Buyer’s reasonable out-of-pocket costs in connection with the activities set forth in the preceding sentence (and shall, in such circumstance, refund any amounts previously paid by Buyer). (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of Following the Company shall deliver Closing Date, to the Purchaser promptly following the close of extent permitted by applicable Law (as determined by Buyer in its reasonable discretion), Buyer shall provide (or cause its Subsidiaries and Representatives to provide) Seller and its Representatives with reasonable access, during regular business on the then-scheduled expiration date of the Offer a certificate executed by such officer hours and upon reasonable advance notice, to the effect Books and Records and any other documents that Buyer through the conditions Transferred Entities acquires pursuant to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and access to and the other agreements contemplated hereby andassistance of Buyer’s and the Transferred Entities’ employees and Representatives, in each case, to the transactions extent that such access and assistance is related to any Transferred Entity, UK Holdings, any entity contemplated therebyby Section 6.26(d) and not sold hereby or the BGI Business during the period prior to the Closing Date and otherwise necessary for Seller or its Representatives to comply with the terms of this Agreement, certified any applicable Law (including the obligations of Seller and its Affiliates to produce as required by the Secretary applicable Law accounts, attestations and reports (and contributory internal deliverables in accordance with past practice) in respect of the Company2009 financial year (and up to the Closing if later), for which purpose Buyer will use commercially reasonable efforts to retain sufficient appropriately-skilled relevant personnel) or any request of a Government Entity; provided, however, that any such access, review and assistance shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of Buyer or any of its Affiliates.

Access and Information. (a) Between Each of the date of this Agreement and Sellers shall afford to the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its to the Purchaser's financial advisors, accountants and legal counsel), at all reasonable timesaccountants, consultants, financing sources, and other authorized representatives access as reasonably requested during normal business hours and without material disruption to the Business throughout the period prior to the Closing Date to all offices its books, documents, records, properties, plants, and other facilities and to all contracts, agreements, commitments, books and records of or pertaining personnel that relate to the Company and its subsidiariesBusiness and, will permit the foregoing to make during such reasonable inspections period, shall furnish as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect as practicable to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (iia) a copy of each material report, schedule schedule, and other document filed or received by the Company them pursuant to the requirements of applicable federal or state securities laws and (b) all other information as the Purchaser reasonably may request in furtherance of the Contemplated Transactions; no investigation pursuant to this Section 5.2 shall affect any representations or warranties made herein or the NASD; provided, however, that, between conditions to the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) obligations of the Company's Chief Executive Officer, Chief Financial Officer or General Counselrespective parties to consummate the Contemplated Transactions. Without limiting the foregoing, (i) contact Purchaser and its representatives shall be given such access in order to conduct interviews, assessments, studies and procedures (including, without limitation, sampling) which Purchaser determines is reasonably necessary to confirm that it will not incur any employee liabilities, costs or expenses under Environmental Laws as a result of its ownership of the Company directlyAssets or operation of the Business; and (ii) Purchaser shall have a right to designate any of Purchaser's employees and representatives as a transition team which may work from Sellers' premises in order to facilitate the orderly transfer of the Business to Purchaser in accordance with the terms of this Agreement. Such transition team shall be given full access to Sellers' management and other employees, including through attendance by such management and employees at meetings with the transition team at Purchaser's headquarters (provided that such contact is for informational purposes only attendance does not require more than reasonable travel expenses and does not unreasonably interfere with such employee's ongoing responsibilities to the Companyoperation of the Business). Sellers shall, and (ii) have access shall cause their auditors to, provide all information regarding the Business being purchased hereunder that is required to be included in Purchaser's filings with the Company's offices SEC in connection with the Contemplated Transactions, including by providing relevant financial statements and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedwork papers. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, subject to the terms of this Section 6.1 and the Effective Timeconfidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law) (as determined by Seller in its reasonable discretion in the case of clause (i) below or by Buyer in its reasonable discretion in the case of clause (ii) below), (i) Seller shall and shall cause its Affiliates and Representatives to (A) afford Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Employees, the Company will giveBooks and Records, the Contracts, the assets and shall direct its accountants properties of the Transferred Entities and legal counsel the employees and Representatives of Seller who have knowledge relating directly to givethe BGI Business, Purchaser in each case, in order that Buyer and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all Representatives shall have the reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing opportunity to make such reasonable inspections investigation as they may Buyer and its Representatives shall reasonably require in connection with any matters relating to the Transferred Entities and will the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Buyer and its officers promptly to furnish Purchaser with (i) such Representatives any financial and operating data and other information that is reasonably available to Seller and its Representatives with respect to the business and properties of Transferred Entities or the Company BGI Business as Buyer and its subsidiaries as Purchaser may Representatives from time to time may reasonably request, (C) instruct the Employees and the employees and Representatives of Seller and its Affiliates who have knowledge relating directly to the BGI Business to cooperate reasonably with Buyer and its Representatives in their investigation of the BGI Business and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Buyer in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or obtained by Buyer, and (ii) a copy of each material reportBuyer shall and shall cause its Affiliates and Representatives to (A) afford Seller and its Representatives reasonable access, schedule during regular business hours and upon reasonable advance notice, to information relating to Buyer in connection with such investigation as Seller and its Representatives shall reasonably require in connection with any matters relating to the transactions contemplated by this Agreement, (B) furnish, or cause to be furnished, to Seller and its Representatives any financial and operating data and other document information that is reasonably available to Buyer and its Representatives with respect to Buyer as Seller and its Representatives from time to time may reasonably request, (C) instruct the employees and Representatives of Buyer and its Affiliates who have knowledge relating to Buyer to cooperate reasonably with Seller and its Representatives in their investigation of Buyer and any matters relating thereto and to the transactions contemplated by this Agreement and (D) cooperate reasonably with Seller in connection with any approvals, applications, waivers, consents or any other request for information or requirements of any Government Entity to be made, filed or received obtained by the Company pursuant to the requirements of applicable securities laws or the NASDSeller; provided, however, thatthat in no event shall any party have access to any information if allowing that access (x) based on advice of counsel to the party that is providing access, between information or cooperation pursuant to this Section 6.1(a) (the “Providing Party”), would reasonably be expected to result in the loss of attorney-client privilege (provided that the Providing Party and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege), or (y) would in the reasonable judgment of the Providing Party (A) result in the disclosure of any material trade secrets, unless the applicable information is reasonably necessary for integration purposes and then only if it does not involve the furnishing of information about sensitive fiduciary matters, or (B) violate any obligation of the Providing Party with respect to confidentiality so long as, with respect to confidentiality, the Providing Party has made commercially reasonable efforts to safeguard the confidentiality of any such information and minimize any reasonable concerns in connection therewith including seeking to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; provided, further, that with respect to clauses (x) and (y) of this Section 6.1(a), in the event that any such clauses prevents the providing of information pursuant to this Section 6.1(a), the Providing Party shall use commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the receiving party. All requests for information made pursuant to this Section 6.1(a) shall be directed in writing to an executive officer of Seller or Buyer, as the case may be, or such Person or Persons as may be designated by Seller or Buyer, as the case may be. (b) Between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) earlier of the Company's Chief Executive OfficerClosing Date and the date on which this Agreement is terminated in accordance with its terms, Chief Financial Officer subject to the terms of this Section 6.1(b) and the confidentiality obligations set forth in the Confidentiality Agreement and this Agreement and any applicable Law (including any Antitrust Law), Seller shall provide to Buyer on a monthly basis as promptly as they become available (A) copies of all regularly prepared monthly financial statements and reports on the Transferred Entities or General Counselthe BGI Business, as appropriate, including statements of operations and balance sheets, (iB) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere updates with such employee's ongoing responsibilities respect to the Companyobtaining of consents in connection with the transactions contemplated hereby, including such consents contemplated by Section 6.6, Section 6.9 and Section 6.10, (C) an updated Base Revenue Schedule, and (iiD) have access to a calculation of Closing Revenue Run-Rate, Closing Adjustment Revenue Run-Rate, Closing Adjustment ETF Revenue Run-Rate and the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the thenRevenue Run-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares Rate Adjustment Amount as of the date end of each month and such supporting documentation relating to the foregoing and the Initial Base Revenue Schedule as Buyer may reasonably request including a schedule with reasonable detail supporting the determinations of each of the expiration elements of the Offeritems set forth in clauses (C) and (D) (it being understood that the information provided under clauses (C) and (D) will be provided exclusively pursuant to the procedures previously agreed between the parties). In addition, subject to applicable Law, Seller shall provide Buyer with access to all Books and Records and personnel reasonably necessary for Buyer’s financial reporting obligation, and Seller shall, at Buyer’s reasonable request, engage appropriate consultants at Buyer’s cost and as Buyer reasonably deems necessary for its financial reporting obligation related to Seller for periods following the Closing. In the event that the Closing shall be on or prior to December 1, 2009, Seller shall bear all of Buyer’s reasonable out-of-pocket costs in connection with the activities set forth in the preceding sentence (and shall, in such circumstance, refund any amounts previously paid by Buyer). (c) Without limiting Following the Closing Date, to the extent permitted by applicable Law (as determined by Buyer in its reasonable discretion), Buyer agrees to provide (or cause its Subsidiaries and Representatives to provide) Seller and its Representatives with reasonable access, during regular business hours and upon reasonable advance notice, to the Books and Records and any other provision documents that Buyer acquires pursuant to this Agreement and to Buyer’s employees and Representatives, in each case, to the extent that such access is related to any Transferred Entity or the BGI Business during the period prior to the Closing Date and otherwise necessary for Seller or its Representatives to comply with the terms of this Agreement, from time to time during the Offer upon the any applicable Law or any request of a Government Entity; provided, however, that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the Purchaserconduct of the business of Buyer or any of its Affiliates; provided, immediately before further, that in no event shall Seller or its Representatives have access to any information if allowing that access (x) based on advice of counsel of Buyer, information or cooperation pursuant to this Section 6.1(c), would reasonably be expected to result in the close loss of business on attorney-client privilege (provided that the day which is six Buyer and its counsel shall use commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege) or (6y) business days prior would in the reasonable judgment of Buyer violate any obligation of Buyer with respect to confidentiality so long as Buyer has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. Notwithstanding anything in this Agreement to the then scheduled expiration date contrary, Seller shall have the right to access the Books and Records and other documents that Buyer acquires pursuant to this Agreement, even if (A) based on advice of counsel of Buyer, Buyer believes that providing such access pursuant to this Section 6.1(c) would reasonably be expected to result in the Offer and immediately before the close loss of business on the expiration date attorney-client privilege or (B) Buyer believes that providing such access pursuant to this Section 6.1(c) would violate any of the Offerits obligations with respect to confidentiality, the Company shall inform Purchaser orally and in writing as to the then-current status each case of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (iA) and (k) on Annex A heretoB), if Seller or its Affiliates would violate any Law or other requirement of any Government Entity for failing to have such access pursuant to this Section 6.1(c). The President Seller shall bear any out-of-pocket costs incurred in connection with the provision of such access by Buyer following the Closing Date. In addition to the other obligations set forth herein, Buyer shall, and shall cause its Representatives to, retain and preserve all of the Company shall deliver Books and Records and all other documents that Buyer acquires pursuant to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified this Agreement in the immediately preceding sentence have been satisfiedaccordance with its customary retention policy. (d) Prior Buyer undertakes, for a period of five years from the Closing Date, to: (i) keep in a safe place and with the same security measures that apply to Buyer’s own secure documentation (which Buyer confirms are appropriate for a comparable business as carried on by Buyer) the Relevant Documentation within its possession to ensure that Relevant Documentation is maintained for a period of five (5) years after the Closing Date; (ii) upon written request from the Seller, the Buyer will use commercially reasonable efforts, subject to the execution capabilities of the Transferred Entities acquired on the Closing Date, to provide the document or copy of the document within: (A) five Business Days for information less than one year old; (B) 10 Business Days for information between one and delivery three years old; and (C) 15 Business Days for information between three and five years old. (iii) give to Seller a copy of any document included in the Relevant Documentation within five Business Days from the receipt of a written request from Seller. Seller agrees, solely with respect to Buyer’s obligations under this Section 6.1(d) and without affecting any other obligation of Buyer in this Agreement, that it shall only request copies of Relevant Documentation in connection with a bona fide obligation to respond to a request from a competent, Government Entity to disclose Relevant Documentation, or information included in such Relevant Documentation, and undertakes, provided it is in Seller’s reasonable opinion practicable and permitted by Law, to provide evidence of such request in a form reasonably satisfactory to Buyer at the Company time the request for the Relevant Documentation is made (and, if it is not practicable or permitted, shall instead provide a certificate signed on behalf of Seller confirming that such request is in response to a bona fide regulatory, governmental, legal or judicial requirement). Seller shall reimburse Buyer for all reasonable out of pocket costs incurred as a result of the need to comply with the requirements in this paragraph which are in excess of what Buyer would otherwise have delivered incurred. Without prejudice to Buyer’s obligation to maintain appropriate security measures pursuant to clause (i), nothing herein shall require Buyer to create, alter or modify any of its information technology systems in order to comply with this Section 6.1(d); it being understood that the foregoing shall not affect Buyer’s obligation to maintain Relevant Documentation for five years. (e) Notwithstanding anything in this Agreement to the Purchaser a copy of duly adopted resolutions contrary, (except for Section 6.1(d)(i)) Seller shall be permitted to retain duplicate copies of the Board approving Books and Records and any other documents of or otherwise relating to the executionTransferred Entities or the BGI Business for legal and record keeping purposes; it being understood that any information retained by Seller pursuant to this Section 6.1(e) shall be subject to Section 6.18(a) (Confidentiality). (f) Promptly following receipt of applicable clearances under applicable Antitrust Laws or the expiration of any applicable waiting period under applicable Antitrust Laws, delivery Seller shall use reasonable best efforts to provide to Buyer an unredacted list of all Contracts entered into by Seller or its Subsidiaries and performance in effect on the date of this Agreement (i) that would have been included in Section 4.13(a) of the Seller’s Disclosure Schedules if any $10,000,000 threshold therein had been $2,500,000, (ii) that constitute index licenses and the other agreements contemplated hereby andInvestment Advisory Arrangements, in each case, that is reasonably expected to provide for payments by or to the transactions contemplated therebyTransferred Entities in excess of $2,500,000 in 2009, certified by the Secretary (iii) that are index licenses containing change of control provisions or (iv) for which a description is provided under Section 4.13(e) or Section 4.13(f) of the CompanySeller’s Disclosure Schedules.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.13, each of the Company will Company, Pubco and Merger Sub shall give, and shall direct cause its accountants and legal counsel Representatives to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel)Representatives, at all reasonable timestimes during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access as reasonably requested to all offices and other facilities and to all contractsemployees, agreementsproperties, commitmentsContracts, books and records of or pertaining to the Company and its subsidiariesrecords, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other similar information with respect (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the business and properties of the Company and its subsidiaries Target Companies, Pubco or Merger Sub as Purchaser or its Representatives may from time to time reasonably requestrequest regarding the Target Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (ii) 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 the Company a Governmental Authority pursuant to the requirements of applicable securities laws Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the NASDfinancial statements or other documents already exist) and cause each of the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies, Pubco or Merger Sub. Purchaser hereby agrees that, between during the date hereof Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon Ancillary Documents without the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee consent of the Company directly(such consent not to be unreasonably withheld, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to conditioned or delayed). Notwithstanding the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offerforegoing, the Company shall inform Purchaser orally and in writing as not be required to the then-current status of satisfaction of the conditions provide access to the Offer described in paragraphs (c), (e)(ii), (f), (g), any information (i) and (k) on Annex A hereto. The President that is personally identifiable information of the Company shall deliver a third party which is prohibited from being disclosed pursuant to the Purchaser promptly following terms of a written confidentiality agreement with a third party, (ii) the close disclosure of business on which would violate any Law or (iii) the thendisclosure of which would constitute a waiver of attorney-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedclient, attorney work product or other legal privilege. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date hereof and the earlier of the Closing or the termination of this Agreement in accordance with ARTICLE IX hereof, subject to compliance with applicable Law and compliance with restrictions under the Effective Time, the Company will giveConfidentiality Agreements and any other binding non-disclosure or confidentiality agreement, and shall direct its accountants and legal counsel except as could reasonably be expected to giveresult in disclosure of information or materials protected by attorney client, Purchaser and its respective authorized representatives attorney work product or other legally recognized privileges or immunity from disclosure (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, thatthat the Company shall use its commercially reasonable efforts to allow for access or disclosure in a manner that does not result in a breach of any such agreement or a loss of attorney-client privilege or other immunity from disclosure, including by the provision of appropriate substitute disclosure arrangements), the Company shall, and shall cause its Subsidiaries and their respective officers, directors, employees, counsel, accountants, representatives and other agents (collectively, “Agents”) to, upon reasonable advance notice from the Purchaser and subject to reasonable coordination between the date hereof Purchaser and the time Company as to the timing and nature of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval such access (which shall not such notice and coordination should be unreasonably withheld or delayed) of to and with the Company's ’s Chief Executive Officer, Chief Financial Officer or General Counselsuch other person as the Company may designate in writing from time to time), (i) contact any employee provide the Purchaser and its Agents reasonable access, during normal business hours, without interfering with the operation of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees business of the Company or its Subsidiaries, to the premises, employees (including executive officers), properties (including, for the purposes of conducting non-subsurface environmental assessments), contracts, books, records and other information (including Tax Returns filed and those in accessing preparation) of the Company and its Subsidiaries and shall cause the Company's offices ’s and facilities. No its Subsidiaries’ officers to furnish to and discuss with the Purchaser and its Agents, such accessfinancial, inspections or furnishing of business, technical and operating data and other information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or pertaining to the consummation Company and its Subsidiaries as Purchaser may reasonably request, subject to compliance with applicable Law, including the HSR Act. Notwithstanding anything to the contrary herein, in the event that the Purchaser and its Agents desire to initiate contact or communicate with any of the Offer have not been satisfiedSpecial Affiliates, any of the employees (other than [*]), vendors or payors of the Company or its Subsidiaries, or with any other Person with a material business relationship with the Company or any of the Subsidiaries, and such contact or communication directly or indirectly relates to or is in connection with the Merger or the transactions contemplated hereby, the Purchaser shall first consult with and obtain the written consent of the Company. (b) The Chief Financial Officer of From and after the date hereof until the Closing Date, the Company shall deliver furnish to the Purchaser immediately before within twenty (20) Business Days after the close end of business on each calendar month, the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by unaudited consolidated financial statements for such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offermonth. (c) Without limiting any other provision of this Agreement, from time to time during During the Offer upon the request of the Purchaser, immediately before the close of business period commencing on the day which is six (6) business days prior date hereof and ending on the Closing Date, to the then scheduled expiration date of extent reasonably requested by the Offer Purchaser and immediately before the close of business on the expiration date of the Offeras permitted by applicable Law, the Company shall inform confer in good faith with the Purchaser orally and in writing as to regarding the then-current general status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President on-going operations of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedand its Subsidiaries. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied.[Reserved] (b) The Chief Financial Officer After the Closing Date, Seller and Buyer shall provide, and shall cause their respective Affiliates to provide, to each other and to their respective officers, employees, accountants, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege), reasonable access for inspection and copying of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer all Business Records, Governmental Permits, Licenses, Contracts and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares any other information existing as of the date Closing Date and relating to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Agreement, the operations or activities relating to the CATV Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; (iii) prepare any and all historical or pro forma financial statements related to the CATV Business for purposes of complying, or preparing to comply, with any rules or regulations of the expiration of Securities and Exchange Commission; or (iv) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the Offerother party for all reasonable and necessary out-of-pocket costs and expenses, if any, incurred by such party in providing such information and in rendering such assistance. (c) Without limiting any other provision The access to files, books and records contemplated by this Section 5.1 shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedinformation contained therein. (d) Prior to the execution and delivery of this AgreementBuyer, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement Seller and the other agreements contemplated hereby andSubsidiaries shall preserve all Business Records, in each case, Licenses and Governmental Permits to which they retain title for at least seven (7) years after the transactions contemplated thereby, certified by the Secretary of the CompanyClosing Date.

Access and Information. (a) Between From the date hereof until the Closing, subject to reasonable rules and regulations of this Agreement Seller and the Effective Timeany applicable Legal Requirements, the Company will give, and Seller shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such afford Buyer and its Representatives access, during regular business hours and upon reasonable advance notice, but in no event less than 72 hours prior notice, to the Employees, the Assets and the Books and Records, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the business and properties of Assets, Assumed Liabilities or the Company and its subsidiaries Business as Purchaser may Buyer from time to time reasonably request, requests and (iiiii) a copy instruct the Employees and its Representatives to reasonably cooperate with Buyer in its investigation of each material reportthe Assets, schedule Assumed Liabilities and other document filed the Business. No investigation pursuant to this Section 7.3(a) or otherwise by Buyer or its Representatives shall alter any representation or warranty given hereunder by Seller or affect any Buyer Indemnified Party’s rights to indemnification hereunder. All requests for information made pursuant to this Section 7.3(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received in any form pursuant to this Section 7.3(a) shall be governed by the Company terms of the Confidentiality Agreement and shall be held in confidence pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSection 7.9 hereof. (b) The Chief Financial Officer of Following the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the OfferClosing, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaserother party, immediately before Seller and Buyer shall, to the close extent permitted by applicable Legal Requirements and confidentiality obligations existing as of the Closing Date, grant to the other party and its Representatives during regular business on hours and subject to reasonable rules and regulations of the day which is six (6) business days granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party’s possession pertaining to the operation of the Assets or the Business prior to the then scheduled expiration date Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In no event shall either party have access to legally privileged information of the Offer and immediately before other party, or to the close of business on the expiration date consolidated federal, state or local Tax Returns of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedother party. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and Prior to the Effective Time, the Company will giveshall, and shall direct cause its accountants and legal counsel to giveSubsidiaries to, Purchaser upon reasonable notice, afford Parent and its respective counsel, accountants, consultants and other authorized representatives (includingreasonable access, without limitationduring normal business hours, its financial advisorsto the employees, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsproperties, books and records of or pertaining to the Company and its subsidiariesSubsidiaries; provided, will permit however, that such access shall not unreasonably interfere with the foregoing to make such reasonable inspections as they may require business or operations of the Company and will its Subsidiaries and shall not affect the representations and warranties made by the Company in this Agreement. Without limitation of the foregoing, the Company shall cause its officers promptly and employees to (x) furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may be reasonably requested by Parent from time to time reasonably request, and (iiy) respond to such reasonable inquiries as may be made by Parent from time to time. Prior to their filing, the Company shall furnish as promptly as practicable to Parent a copy of each material registration statement, prospectus, report, schedule form and other document (if any) that will be filed by it or received by any of its Subsidiaries after the Company date of this Agreement pursuant to the requirements of applicable federal or state securities laws Laws, The NASDAQ Global Market or the NASDMBCA. All of the requirements of this Section 5.4(a) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Confidentiality Agreement. (b) Prior to the Effective Time, Parent shall, and shall cause its Subsidiaries to, upon reasonable notice, afford the Company and its counsel, accountants, consultants and other authorized representatives reasonable access, during normal business hours, to the employees, properties, books and records of Parent and its Subsidiaries; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does access shall not unreasonably interfere with such employee's ongoing responsibilities the business or operations of Parent and its Subsidiaries and shall not affect the representations and warranties made by Parent in this Agreement. All of the requirements of this Section 5.4(b) shall be subject to any prohibitions or limitations of applicable law and shall be subject to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the OfferConfidentiality Agreement. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior Prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the OfferEffective Time, the Company shall inform Purchaser orally promptly provide Parent with copies of all monthly and in writing other interim financial statements as the same become available. The Company shall also provide Parent with prompt written notice of any investigations by Governmental Entities, or the institution of material litigation (including all litigation relating to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (ctransactions contemplated hereby), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to keep Parent informed of such events. Parent shall provide the Purchaser promptly following the close of business on the then-scheduled expiration date Company with prompt written notice of the Offer a certificate executed by such officer institution or, to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreementits knowledge, the Company shall have delivered threat of litigation relating to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyhereby.

Access and Information. Buyer and Seller shall provide each to the other: (a) Between the date of this Agreement and the Effective Time, the Company will give, and Buyer shall direct its accountants and legal counsel afford to give, Purchaser Seller and its respective authorized accountants, counsel and other representatives (includingfull access, without limitationduring normal business hours throughout the period prior to the Closing Date, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all of the properties, books, contracts, agreements, commitments, books commitments and records (including but not limited to tax returns) of or pertaining to the Company and its subsidiariesBuyer and, will permit the foregoing to make during such reasonable inspections as they may require and will cause its officers period, Buyer shall furnish promptly to furnish Purchaser with Seller (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company it pursuant to the requirements of applicable federal or state securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companylaws, and (ii) have access to all other information concerning the Company's offices business, properties and facilities; and, following personnel of Buyer that may reasonably be requested. In the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees event of the Company termination of this Agreement, Buyer will, and will cause its representative to, deliver to Seller all documents, work papers and other material, and all copies thereof, obtained by it or on its behalf from Seller as a result of this Agreement or in accessing connection herewith, whether so obtained before or after the Company's offices execution hereof, and facilitieswill hold in confidence all confidential information, and will not use any such confidential information, until such time as such information is otherwise publicly available or as it is advised by counsel that any such information or document is required by law to be disclosed. No such accessIf this Agreement is terminated, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability Buyer will promptly deliver to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSeller all documents so obtained by it. (b) The Chief Financial Officer of Seller shall afford to Buyer and its accountants, counsel and other representatives full access, during normal business hours throughout the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days period prior to the then-scheduled expiration date Closing Date, to all of the Offer books and immediately before records, (including but not limited to tax returns) pertaining to the close company being Acquired by Buyer, during such period, Seller shall furnish promptly to Buyer (i) a copy of business on each report, schedule and other document filed or received by it pursuant to the then-scheduled expiration date requirements of federal or state securities laws, and requested by Buyer. In the event of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision termination of this Agreement, from time to time during the Offer upon the request of the PurchaserSeller will, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offerwill cause its representative to, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business Buyer all documents, work papers and other material, and all copies thereof, obtained by it or on the then-scheduled expiration date of the Offer its behalf from Buyer as a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and the other agreements contemplated hereby andwill hold in confidence all confidential information, in each caseand will not use any such confidential information, the transactions contemplated therebyuntil such time as such information is otherwise publicly available or as it is advised by counsel that any such information or document is required by law to be disclosed. If this Agreement is terminated, certified Seller will deliver to Buyer all documents so obtained by the Secretary of the Companyit.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's ’s Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ’s ongoing responsibilities to the Company, and (ii) have access to the Company's ’s offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's ’s offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ’s ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between With respect to each Subject Company, from the date hereof until the Closing at which such Subject Company is sold, subject to any applicable Law, Parent, to the extent not unreasonably disruptive to the business and employees of this Agreement and the Effective Timesuch Subject Company, the Company will giveshall, and shall direct cause its accountants and legal counsel to giveAffiliates to, (i) afford Purchaser and its respective authorized representatives (includingAffiliates, without limitationsubject to any confidentiality restrictions, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during normal business hours upon reasonable advance notice to all offices and other facilities and to all contracts, agreements, commitments, the books and records and other documents of or pertaining to the Subject Company and assets, properties and senior management and personnel of such Subject Company and its subsidiariesAffiliates, will permit the foregoing agents and auditors, and (ii) promptly furnish, or cause to make be furnished, to Purchaser such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such technical, financial and operating data and other information (or copies thereof) with respect to the business and properties of the Company and its subsidiaries such Subject Company, as Purchaser may from time to time be reasonably requestrequested by Purchaser, and (ii) a copy of in each material reportcase, schedule and other document filed or received by the Company pursuant to the requirements extent reasonably required by Purchaser to ensure an orderly and efficient transition of applicable securities laws or (including for the NASD; provided, however, that, between the date hereof and the time purposes of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval retaining personnel (which shall not be unreasonably withheld or delayedincluding Key Personnel) of or related to) such Subject Company to Purchaser, to prepare for the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that Closing relating to such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Subject Company, any financing contemplated by Section 5.14 and (ii) have access to facilitate the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described Closing relating to such Subject Company under Article VI; provided, however, that in paragraphs no event shall Purchaser have access to any information (ci) that relates solely to any portion of the business of Parent or its Affiliates that is not being transferred pursuant to this Agreement or (ii) in Parent's reasonable determination, the disclosure of which would violate applicable Law, or could affect any legal privilege. In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. No information provided to or obtained by Purchaser pursuant to this Section 5.5(a) or otherwise obtained after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser's right to seek indemnification pursuant to Section 8.2), or the representations or warranties of, or the conditions to the obligations of, the Parties hereto. (e)(ii)b) Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Purchaser agrees to provide (f), (g)or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents that Purchaser has acquired pursuant to this Agreement and to its Representatives to the extent that such access is reasonably required by Parent or any of its Affiliates and is not unreasonably disruptive to the business and employees of Purchaser and its Affiliates, (i) to prepare any required financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of any Subject Company prior to any Closing or (kiv) in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Parent have access to any information the disclosure of which, based on Annex A heretoadvice of Purchaser's counsel, or in Purchaser's reasonable determination, would violate applicable Law or could destroy any legal privilege. The President All such information made available to Parent under this Section 5.5(b) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates acquire pursuant to this Agreement in accordance with Purchaser's internal document retention policies. (c) Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Parent agrees to provide (or cause its Affiliates to provide) Purchaser with all necessary access to all books and records and other documents of Parent and to its Representatives to the extent that such access is reasonably required by Purchaser or any of its Affiliates and is not unreasonably disruptive to the business and employees of Parent and its Affiliates, (i) to prepare any required financial statements, reports (including servicer or investor reports), Tax filings or regulatory filings of Purchaser, including with respect to any Securitization Transaction, in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Purchaser or any of its Affiliates (which, as of and after a Closing, shall include any Subject Company transferred at such Closing) is a party relating to the business and affairs of the Company shall deliver applicable Target Business Segment prior to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer Closing or (iv) in connection with any claim for indemnity made under or pursuant to the effect that the conditions to the Offer specified this Agreement, in each case, subject in the immediately preceding sentence case of any Confidential Information of Parent or any of its Affiliates to Purchaser and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Purchaser have been satisfiedaccess to any information the disclosure of which, based on advice of Parent's counsel, or in Parent's reasonable determination, would violate applicable Law or could destroy any legal privilege. All such information made available to Purchaser under this Section 5.5(c) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Parent agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates transfer to Purchaser pursuant to this Agreement in accordance with Parent's internal document retention policies. (d) Prior From the date hereof until the applicable Closing, Parent shall provide to Purchaser copies of all servicer and security holder reports required to be delivered by any Subject Company, or any of its Affiliates, under each Securitization Transaction, within five Business Days following the date such report is required to be delivered under the applicable Securitization Instruments. (e) Within thirty (30) days of the date hereof, Parent shall make available to Purchaser complete copies of (i) all material Contracts related to Material Indebtedness, (ii) any Contract for employment of any individual or firm on a full-time, part-time or consulting or other basis providing annual compensation in excess of $300,000, to the execution extent such Contract is in the possession of Parent, (iii) a list of each Insurance Policy not set forth on Section 3.17 of Parent's Disclosure Letter and delivery (iv) a list of this Agreement, the Company shall have delivered to the Purchaser a copy all Scheduled Intellectual Property not listed on Section 3.14(a) of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the CompanyParent's Disclosure Letter.

Access and Information. (a) Between the date of this Agreement and Prior to the Effective Time, upon reasonable notice and subject to applicable Laws relating to the confidentiality, nondisclosure, and exchange of information, for the purpose of Company will giveverifying the representations and warranties of Target, and compliance by Target with its covenants and agreements, set forth in this Agreement, and preparing for the Merger (including for purposes of integration planning), Target shall, and shall direct cause its accountants and legal counsel to giveSubsidiaries to, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining afford to the Company Parties and their representatives reasonable access during normal business hours to the books, records, properties, assets, personnel, and information technology systems of Target and its subsidiariesSubsidiaries, will permit as well as such other information relating to Target and its Subsidiaries as the foregoing Company Parties may reasonably request. Prior to make such the Effective Time, upon reasonable inspections as they may require notice and will subject to applicable Laws relating to the confidentiality, nondisclosure, and exchange of information, for the purpose of Target verifying the representations and warranties of Company, and compliance by Company with its covenants and agreements, set forth in this Agreement, Company shall, and shall cause its officers promptly Subsidiaries to, afford to furnish Purchaser with (i) Target and its representatives reasonable access during normal business hours to such financial and operating data and other information with respect relating to the business and properties of the Company and its subsidiaries Subsidiaries as Purchaser Target may from time to time reasonably request, and . (iib) Any investigation by a copy of each material report, schedule and other document filed Party or received by the Company its representatives pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which this Section 7.3 shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided conducted in a manner that such contact is for informational purposes only and does not unreasonably interfere with the business or operations of the Person being investigated. No investigation by the Parties or their representatives pursuant to this Section 7.3 shall affect or be deemed to modify any of the representations, warranties, covenants, or agreements of the Parties set forth in this Agreement. Neither Company nor Target nor their respective Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.3 where such employee's ongoing responsibilities access or disclosure would violate or prejudice the rights of customers of Company or Target or their respective Subsidiaries, as the case may be, jeopardize the attorney-client privilege of the party in possession or control of such information (after giving due consideration to the Companyexistence of any common interest, and (ii) have access to joint defense, or similar agreement between the Company's offices and facilities; andParties), following the time of first acceptance of Shares for payment under the Offeror conflict with any Law, Purchaser shall not be restricted in any manner in contacting employees of the Company fiduciary duty, or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days binding Contract entered into prior to the then-scheduled expiration date of this Agreement. The Parties agree to make appropriate substitute disclosure arrangements under circumstances in which the Offer and immediately before the close of business on the then-scheduled expiration date restrictions of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerimmediately preceding sentence apply. (c) Without limiting any other provision The Confidentiality Agreement, to the extent the same is not inconsistent with the terms of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer will remain in full force and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly effect following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, whether or not the Company Merger occurs, in accordance with its terms. Without limiting the foregoing, each Party agrees to, and shall have delivered use commercially reasonable efforts to the Purchaser a copy of duly adopted resolutions cause its respective agents, representatives, Affiliates, employees, officers, and directors to, treat and hold as confidential all information provided or made available by or on behalf of the Board approving the executionother Party or its Subsidiaries, delivery and performance of or their respective employees, officers, directors, agents, or representatives, pursuant to this Agreement and the other agreements contemplated hereby and, or in each case, connection with the transactions contemplated thereby, certified and not disclose and refrain from using any such information except pursuant to the terms of this Agreement or in connection with the transactions contemplated hereby; provided that these restrictions shall not apply to information that is, or subsequently becomes, (i) generally available to and known by the Secretary public other than as a result of its disclosure by a Party or its agents, representatives, Affiliates, employees, officers, or directors in violation of the CompanyConfidentiality Agreement or this Agreement, or (ii) available to the receiving party or its employees, officers, directors, agents, or representatives on a non-confidential basis from a third-party source, provided that such source is not known by the receiving party to be prohibited from disclosing such information to the receiving party or its employees, officers, directors, agents, or representatives by any legal, fiduciary, contractual, or other obligation.

Access and Information. (a) Between Upon reasonable notice and subject to applicable laws relating to the date exchange of this Agreement and the Effective Timeinformation, the Company will give, SSE shall (and shall direct its accountants and legal counsel to give, Purchaser cause SSE’s Subsidiaries to) afford NVSL and its respective authorized representatives (including, without limitation, officers and employees of NVSL and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by NVSL) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timescontracts, access as reasonably requested to all offices and other facilities properties, personnel and to all contractssuch other information relating to SSE and SSE’s Subsidiaries as NVSL may reasonably request; provided, agreementshowever, commitmentsthat no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by SSE in this Agreement and provided, books and records further, that such access shall be subject to permissions from such Governmental Entities as may be required. Neither SSE nor any of its Subsidiaries shall be required to provide access to or pertaining to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Company date of this Agreement. The parties will make appropriate and its subsidiariesreasonable substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date hereof until the Effective Time, will permit the foregoing to make such reasonable inspections as they may require SSE shall, and will shall cause its officers SSE’s Subsidiaries to, promptly to furnish Purchaser provide NVSL with (i) such financial and operating data and other information a copy of each report filed with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably requesta Government Regulator, and (ii) a copy of each material reportperiodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, schedule (iii) a copy of each press release made available to the public and (iv) all other document filed or received information concerning its business, properties and personnel as NVSL may reasonably request. (c) NVSL will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by the Company pursuant this Agreement. Subject to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof law and the time Confidentiality Agreement, NVSL will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to NVSL or an affiliate of first acceptance NVSL, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to NVSL or an affiliate of Shares for payment under the OfferNVSL from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, Purchaser may, upon (iii) is disclosed with the prior written approval of SSE or (which shall not be unreasonably withheld iv) is or delayed) of the Company's Chief Executive Officer, Chief Financial Officer becomes readily ascertainable from published information or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedtrade sources. (d) Prior From and after the date hereof, representatives of NVSL and SSE shall meet on a regular basis to discuss and plan for the execution conversion of SSE’s and delivery its Subsidiaries’ data processing and related electronic informational systems to those used by NVSL and its Subsidiaries with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) SSE shall give notice, and shall cause SSE Bank to give notice, to a designee of NVSL, and shall invite such person to attend all regular and special meetings of the Board of Directors of SSE and SSE Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that SSE or SSE Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of SSE or SSE Bank, (iii) pending or threatened litigation or investigations if, in the Company shall have delivered opinion of counsel to SSE, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the Purchaser a copy of duly adopted resolutions of the Board approving the executionmatters being discussed, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyor (iv) matters involving an Acquisition Proposal.

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company will givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Contributor shall direct its accountants and legal counsel to give, Purchaser afford SEP and its respective authorized representatives (includingRepresentatives reasonable access, without limitationduring normal business hours, its financial advisorsto the books and records, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and properties of the Companies, furnish to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make SEP such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such additional financial and operating operational data and other information with respect to regarding the business and properties of the Company and its subsidiaries Companies as Purchaser SEP may from time to time reasonably request, request and Contributor or its Affiliates shall make reasonably available to SEP any employees whose assistance and expertise is necessary to assist in connection with SEP’s preparation to integrate the Companies into SEP’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by Contributor and (ii) be conducted in such a copy manner so as not to interfere with any of each material reportthe businesses or operations of Contributor, schedule the Companies or their respective Affiliates and shall not contravene any applicable Law. All requests for information made pursuant to this Section 7.1(a) shall be directed to such Person or Persons as may be designated by the Party receiving such request, and no Party shall directly or indirectly contact any Representative of the other Party or its Affiliates without the prior approval of such designated Person or Persons. SEP further agrees to comply fully with all rules, regulations and instructions issued by Contributor or its Affiliates or other Persons in respect of SEP’s or its Representatives’ actions while upon, entering or leaving any properties of Contributor or its Affiliates. (b) From and after the Closing, in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Contributor and its Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, SEP shall (A) afford Contributor and its respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of SEP and its Affiliates in respect of the Companies (including, for the avoidance of doubt, Tax Returns and other document filed information and documents relating to Tax matters), (B) furnish to Contributor such additional financial and other information regarding the Companies as Contributor may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to Contributor the employees of SEP and its Affiliates (or, if applicable, any replacement manager or received by operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Contributor, its respective Affiliates or its respective Representatives in connection with Contributor’s or such Affiliates’ or Representatives’ inquiries for any of the Company pursuant purposes referred to the requirements of applicable securities laws or the NASDin this Section 7.1(b); provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does access or request shall not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time business or operations of first acceptance SEP or any of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedits Affiliates. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Subject to applicable Laws relating to the exchange of information and the direction of any Governmental Entity, prior to the Closing, (i) Sellers shall provide and shall cause the Partnership to provide to Purchaser and its representatives after the date of execution of this Agreement any information and documents reasonably requested by Purchaser primarily relating to the Effective TimePartnership and Subsidiaries and their respective businesses, operations, affairs, properties, books and records, including such information and documents relating to Subsidiaries of the Company will givePartnership, that are not available at or through the Partnership or its Subsidiaries and shall direct its accountants and legal counsel use commercially reasonable efforts to give, provide Purchaser and its respective authorized representatives with reasonable access to personnel from G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP directly involved in the audit of the 2006 Audited Financial Statements (including, without limitation, its financial advisors, accountants and legal counselit being understood that all such access be coordinated through Sellers), (ii) Sellers shall, and cause the Partnership and its Subsidiaries to, permit Purchaser and its representatives after the date of execution of this Agreement to have reasonable access at all reasonable timestimes to the personnel, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsproperties, books and records of or pertaining to the Company Partnership and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directlySubsidiaries, provided that any such contact is for informational purposes only and does access may not unreasonably interfere with such employee's ongoing responsibilities to the Companyconduct of the business of Sellers, the Partnership or its Subsidiaries, and (iiiii) have access Sellers shall cause the Partnership and its Subsidiaries to furnish such information and documents in its possession relating to the Company's offices Partnership and facilities; andits Subsidiaries as Purchaser may reasonably request. Prior to the Closing, following all information provided or obtained pursuant to the time of first acceptance of Shares for payment under foregoing shall be held by Purchaser in accordance with and subject to the Offer, Purchaser shall not be restricted in any manner in contacting employees terms of the Company or in accessing Confidentiality Agreement, dated July 18, 2006, between Purchaser and the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to Partnership (the consummation of the Offer have not been satisfied“Confidentiality Agreement”). (b) The Chief Financial Officer To the extent permissible under applicable Law, from the Closing until the seventh anniversary of the Company shall deliver Closing, Purchaser will afford promptly to Sellers and its agents reasonable access at reasonable times to the Purchaser immediately books, records and auditors of the Partnership and its Subsidiaries to the extent reasonably required by Sellers for financial reporting and accounting matters and the preparation and filing of any Tax Returns for any period ending on or before the close Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by Sellers may not unreasonably interfere with the conduct of the business on of the day which is six Partnership or Purchaser. From and after the Closing, Sellers shall (6i) business days prior hold all information relating to the then-scheduled expiration date Partnership and its Subsidiaries or the Business possessed by or subject to the control of Sellers (including all information provided or obtained pursuant to the immediately preceding sentence) in accordance with and subject to the terms of the Offer Confidentiality Agreement as though the terms thereof restricted disclosure and immediately before use of such information by Sellers and its representatives in the close same manner and to the same degree as it restricts disclosure and use by Purchaser and its representatives of business on Confidential Information (as such term is defined therein) and such restrictions are to remain in effect after the then-scheduled expiration date Closing without any time limitation and (ii) not use any such information to the detriment of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the OfferBusiness. (c) Without limiting any other provision of this AgreementSellers hereby assign to Purchaser, from time to time during the Offer upon the request effective as of the PurchaserClosing, immediately before the close rights of business on Sellers under any confidentiality agreement currently in effect which was entered into between a Seller and a third party and which restricts the day which is six (6) business days prior disclosure or use of information provided by Sellers, the Partnership, and/or its Subsidiaries or the Business; provided, that the rights assigned pursuant to the then scheduled expiration date foregoing shall consist solely of those rights which are necessary for Purchaser to pursue and enforce the agreement of such third parties to not disclose or use any information relating to the Partnership, its Subsidiaries or the Business as provided in such confidentiality agreement. Each Seller hereby retains sufficient rights in each such confidentiality agreement to pursue and enforce the agreement of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and third party thereto to not disclose or use any information relating to such Seller as provided in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A heretosuch confidentiality agreement. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery Closing, neither Sellers nor the Partnership shall, without the prior consent of Purchaser, terminate, amend, modify or waive any provision of any confidentiality or similar agreement in respect of the matters contemplated by this AgreementAgreement to which it or any of its Subsidiaries is a party. Prior to the Closing, Sellers shall enforce, or shall cause its Subsidiaries to enforce, to the fullest extent permitted under applicable Law, the Company shall have delivered provisions of any such agreements, including using commercially reasonable efforts to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery terms and performance of this Agreement and the other agreements contemplated hereby and, provisions thereof in each case, the transactions contemplated thereby, certified by the Secretary of the Companyany court having jurisdiction over such matter.

Access and Information. (a) Between From and after the date of this Agreement Closing Date and the Effective Timepending Closing, the Company Seller will give, give to Buyer and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisorsBuyer’s counsel, accountants and legal counsel)other representatives reasonable access between the hours of 10:00 a.m. and 6:30 p.m., Monday through Saturday, and at all reasonable timessuch other times as the parties may mutually agree, access as reasonably requested to all offices and other facilities and to all of the properties, books, contracts, agreements, commitments, books records, officers, personnel and records accountants of or pertaining the Business (including access to perform such environmental investigations as the Company Buyer reasonably deems necessary at Buyer’s sole cost and its subsidiariesexpense), will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly furnish to furnish Purchaser with Buyer all such documents and copies of documents (icertified to be true copies if requested) such financial and operating data and other all information with respect to the business and properties affairs of the Company and its subsidiaries Business as Purchaser Buyer may from time to time reasonably request, including any records of Seller related to any Rental Contracts, Accounts Receivable and Business Employees, provided, however, that Seller shall be under no obligation to provide access to, or copies of, such documents or records which it is prohibited from disclosing to Buyer under applicable law. As soon as possible after the execution of this Agreement, and, to the extent practicable in the case of a particular Specified Location, Assumed Location, Shared Location or Other Business Location, prior to any access by Buyer to the Business Employees as contemplated by the immediately preceding sentence or by Section 5.6, the parties shall (i) provide a mutually agreed upon joint statement to the Business Employees regarding this Agreement and matters related thereto and (ii) a copy at each Specified Location, Assumed Location, Shared Location and Other Business Location, cause their representatives to jointly present their plans pursuant to this Agreement to the Business Employees (including with respect to interviews and hiring of each material report, schedule Business Employees by Buyer and other document filed or received elements of the business transition). Buyer’s personnel shall have access to each Specified Location, Assumed Location, Shared Location and Other Business Location for an average of at least two business days per location in order to take any of the actions not prohibited by this Section 5.1, including but not limited to meeting with employees and selecting Business Merchandise which will become part of the Company Rental Inventory to constitute Purchased Assets pursuant to Section 2.1(e)(ii). Each party understands and agrees that any exchange of information under this Agreement shall be solely for the requirements purpose of applicable securities laws or seeking to consummate the NASD; provided, however, that, between the date hereof transactions contemplated hereunder and the time of first acceptance of Shares for payment under the OfferTransaction Documents and not to affect, Purchaser mayin any way, upon each party’s relative competitive position to the prior written approval (other party or to other Persons. Each party further agrees that the information to be disclosed to each other shall only be that information which is reasonably necessary to the transactions contemplated hereby, and that information which is not reasonably necessary to such transactions shall not be unreasonably withheld disclosed or delayed) exchanged. To the extent competitively sensitive information such as information and strategies concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, including discussions of the Company's Chief Executive Officerentry into or withdrawal from markets (“Competitively Sensitive Information”), Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities determined to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or reasonably necessary to the consummation of the Offer have a transaction, such information shall not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days be disclosed prior to the then-scheduled expiration date or earlier termination of the Offer HSR Act waiting period, and immediately before conditioned upon there then being no pending or threatened action or inquiry from the close of business on the then-scheduled expiration date Antitrust Division of the Offer, a certificate executed by such officer which sets forth the anticipated number Department of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the OfferJustice, the Company shall inform Purchaser orally and in writing as Federal Trade Commission or any state antitrust enforcement or other governmental authorities with respect to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated therebyhereby. In addition, certified the dissemination of Competitively Sensitive Information which has been determined to be reasonably necessary to the consummation of a transaction such as that contemplated by the Secretary this Agreement shall be limited only to those senior executives and representatives of the Companyparties who were involved in valuing or negotiating the transaction contemplated hereby and approving the value and consummation of such transaction pursuant hereto.

Access and Information. (a) Between Prior to the date Closing, the Parent shall be entitled to make or cause to be made such reasonable investigation of this Agreement the Business and the Effective TimeFacility as the Parent deems necessary or advisable, and the Company shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser permit the Parent and its respective authorized agents and representatives (including, without limitation, its financial advisors, accountants to have reasonable and legal counsel), at all reasonable times, continued access as reasonably requested to all offices applicable premises and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company during regular business hours and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to shall furnish Purchaser with (i) such financial and operating data (including, but not limited to, projections, forecasts, business plans, strategic plans and other information with respect data relating to the business and properties of Business as the Company and its subsidiaries as Purchaser may Parent shall reasonably request from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASDtime); provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities shall be under no obligation to deliver to the Company, and Parent any information in violation of any non-disclosure or confidentiality agreement (ii) have access but shall be required to disclose to the Company's offices and facilities; and, following Parent the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing type of information not being so provided). Prior to the Effective Time, neither the Parent nor the Acquirer shall have use any adverse effect on Purchaser or Merger Sub's ability information obtained pursuant to assert that conditions to Closing or this Section 4.9 for any purpose unrelated to the consummation of the Offer have transactions contemplated by this Agreement and, if such transactions are not been satisfied. consummated, they will hold all information and documents obtained pursuant to this Section 4.9 in confidence unless and until such time as such information or documents otherwise become publicly available or unless it is advised by counsel that any such information or document is required by Law to be disclosed (b) The Chief Financial Officer and the Parent and the Acquirer shall give reasonable advance notice of any intended disclosure of such information or documents to the Stockholder Representative in order to permit the Stockholder Representative to seek judicial protection from and against a contemplated disclosure). In the event that this Agreement is terminated, the Parent will deliver to the Company all documents so obtained by it and any copies thereof in the possession of the Parent or its agents and representatives or, at the option of the Parent, the Parent shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company. No investigation by the Parent or the Acquirer heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company shall deliver pursuant to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by survive any such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedinvestigation. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective TimeUpon reasonable notice, the Company will give, Target shall (and shall direct cause its accountants and legal counsel to give, Purchaser Subsidiaries to) afford Acquiror and its respective authorized representatives (including, without limitation, directors, officers and employees of Acquiror and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by Acquiror) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at contracts, properties, personnel and to such other information relating to Target and Target Bank as Acquiror may reasonably request; provided, however, that no investigation pursuant to this Section 4.3 shall affect or be deemed to modify any representation or warranty made by Target in this Agreement. In furtherance, and not in limitation of the foregoing, Target shall make available to Acquiror all reasonable times, access information necessary and appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. (b) As soon as reasonably requested available, but in no event more than 45 days after the end of each fiscal quarter (and 90 days in the case of the fourth fiscal quarter), Target shall deliver to all offices Acquiror its Quarterly and other facilities Annual Reports, as filed with the SEC under the Exchange Act. Target shall deliver to Acquiror any Current Reports on Form 8-K promptly after filing such reports with the SEC and to all contracts, agreements, commitments, books and records shall provide Acquiror with a copy of or pertaining any press release promptly after such release is made available to the Company and its subsidiariespublic. (c) Acquiror will not, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly representatives not to, use any information obtained pursuant to furnish Purchaser with (i) such financial and operating data and other information with respect this Section 4.3 for any purpose unrelated to the business and properties consummation of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received transactions contemplated by the Company pursuant this Agreement. Subject to the requirements of applicable securities laws law, Acquiror will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.3 unless such information (i) was already known to Acquiror or the NASD; providedan affiliate of Acquiror, howeverother than pursuant to a confidentiality agreement or other confidential relationship, that(ii) becomes available to Acquiror or an affiliate of Acquiror from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon (iii) is disclosed with the prior written approval of Target or (which shall not be unreasonably withheld iv) is or delayed) of the Company's Chief Executive Officer, Chief Financial Officer becomes readily ascertainable from published information or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedtrade sources. (d) Prior to During the execution and delivery period of this Agreement, time beginning on the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance date of this Agreement and continuing to the other agreements contemplated hereby andEffective Time, Target shall permit one representative of Acquiror (in each case, the transactions contemplated thereby, certified by the Secretary Acquiror's sole discretion) to attend any and all meetings of the CompanyInvestment Committee of Target Bank's Board of Directors. Target shall furnish such person with advance notice of such meetings as if such person were a member of the Investment Committee of Target Bank's Board of Directors. (e) From and after the date hereof, Acquiror and Target shall meet on a regular basis to discuss and plan for the conversion of Target's and its Subsidiaries' data processing and related electronic informational systems to those used by Acquiror and its

Access and Information. (a) Between During the date of this Agreement and the Effective TimeInterim Period, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser (i) give Parent and its respective authorized representatives (includingRepresentatives reasonable access to the offices, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsproperties, books and records of or pertaining the Company, upon the reasonable request of Parent, (ii) furnish to the Company Parent and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) Representatives such financial and operating data data, information related to Company Intellectual Property and other information with respect relating to the business and properties of the Company and its subsidiaries as Purchaser such Persons may from time to time reasonably request, request and (iiiii) a copy of each material report, schedule and other document filed or received by instruct the Company pursuant Company’s Representatives to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) cooperate with Parent in its investigation of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i. Any investigation pursuant to this Section 5.6(a) contact any employee shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to business of the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer Without limiting the generality of the foregoing, during the Interim Period, the Company shall permit Parent and its Representatives to contact the Company’s accountants, auditors (including PwC) and employees, and the Company shall, and shall use its commercially reasonable efforts to cause such accountants, auditors and employees to, discuss, reasonably cooperate and provide all material information, documentation, data and materials (whether in electronic form of otherwise) relating to the Company that is in the control or possession of the Company shall deliver or its Affiliates or Representatives as Parent may reasonably request, including any information that is reasonably required for the preparation of financial statements of Parent that include financial and operating data relating to the Purchaser immediately before Company; provided that such discussions, cooperation and provision do not interfere unreasonably with the close of business on the day which is six (6) business days prior to the then-scheduled expiration date conduct of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the OfferCompany. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior Notwithstanding anything herein to the then scheduled expiration date of contrary in this Section 5.6, no access or examination contemplated by this Section 5.6 shall be permitted to the Offer and immediately before the close of business on the expiration date of the Offer, extent that it would require the Company shall inform Purchaser orally and in writing as or its Subsidiaries to waive the thenattorney-current status of satisfaction of client privilege or attorney work product privilege, or violate any applicable Law; provided, that the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), Company (i) shall be entitled to withhold only such information that may not be provided without causing such violation or waiver, (ii) shall provide to Parent all related information that may be provided without causing such violation or waiver (including, to the extent permitted, redacted versions of any such information), and (kiii) on Annex A hereto. The President of the Company shall deliver enter into such effective and appropriate joint-defense agreements or other protective arrangements as may be reasonably requested by Parent in order that all such information may be provided to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by Parent without causing such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedviolation or waiver. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between During the period from the date of this Agreement and to the Effective TimeClosing, except to the Company will giveextent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the other parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and shall direct its accountants subject to the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (and legal counsel will cause the Transferred Subsidiaries to give, Purchaser permit) Representatives of LMC to have reasonable access during normal business hours and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all upon reasonable times, access as reasonably requested notice to all offices and other facilities and to all contractspremises, agreementsproperties, personnel, books, records, Contracts, commitments, books reports of examination, and records documents of or pertaining to the Company Transferred Business, and its subsidiaries, will permit the foregoing reasonable opportunity upon prior notice and consultation with Parent to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser communicate with (i) such financial and operating data and other information with respect to the business and properties employees of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and Transferred Business (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof PROVIDED that Parent and the time of first acceptance of Shares Transferred Subsidiaries shall have the right to be present by representative for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact all such contacts between LMC and any employee of the Company directlyTransferred Business, provided that whether in person, telephonic or otherwise), except with respect to DTV, as may be necessary to permit LMC to, at its sole expense, make, or cause to be made, such contact is for informational purposes only and does not unreasonably interfere investigations thereof as are reasonably necessary in connection with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Transactions, and Parent shall (band shall cause the Transferred Subsidiaries to) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business reasonably cooperate with any such investigations; PROVIDED that Parent's designees on the day which is six (6) business days prior Board of Directors of DTV, subject to their fiduciary duties to DTV and its stockholders, shall take no action to interfere with the then-scheduled expiration date investigation of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed DTV by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting LMC. No information or knowledge obtained in any other provision of investigation pursuant to this Agreement, from time Section 6.1 or otherwise shall affect or be deemed to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior modify any representation or warranty contained herein or delivered pursuant hereto or to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of modify the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President obligations of the Company shall deliver parties hereto to consummate the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedTransactions. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. 5.1.1 Prior to the Closing, except to the extent prohibited by applicable Law or by Contracts to which the Seller or any of its Subsidiaries is a party, the Seller will permit (a) Between and will cause each of the date of this Agreement other Seller Entities and the Effective Time, Transferred Subsidiaries to permit) EXECUTION COPY -------------- representatives of the Company will give, Purchasers to have access in the manner set forth on Section 5.1.1 of the Seller's Disclosure Schedule during normal business hours and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all upon reasonable times, access as reasonably requested notice to all offices and other facilities and to all premises, properties, personnel, books, records, contracts, agreements, commitments, books reports of examination and records documents of or pertaining to each portion of the Company Water Business, the Transferred Subsidiaries (to the extent relating to any portion of the Water Business), the Transferred Assets and its subsidiariesthe Transferred Liabilities, will as may be necessary to permit the foregoing Purchasers to, at their sole expense, make, or cause to make be made, such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with investigations of any portion of the Water Business, the Transferred Subsidiaries (i) such financial and operating data and other information with respect to the business and properties extent relating to any portion of the Company Water Business or as otherwise reasonably requested), the Transferred Assets or the Transferred Liabilities (including Phase I Environmental Site Assessments in general conformance with the standards specified by the American Society for Testing and its subsidiaries as Purchaser Materials or other non-invasive environmental investigation, where the Purchasers have reasonable grounds to believe that there may from time be present Regulated Substances, with the assistance of one or more consultants reasonably acceptable to time reasonably requestthe Seller, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant subject to the requirements Seller's supervision) as the Purchasers deem necessary or advisable in connection with the consummation of the transactions contemplated by this Agreement (subject to applicable securities laws or competition and antitrust Laws), and the NASDSeller shall (and shall cause the Seller Entities and the Transferred Subsidiaries to) reasonably cooperate with any such investigations, including any such non-invasive environmental investigations in the manner set forth on Section 5.1.1 of the Seller's Disclosure Schedule; provided, however, that, between in the date hereof case of any such investigation of properties leased to any of the Seller Entities or the Transferred Subsidiaries, the investigation shall be conducted, if at all, subject to the terms of the applicable leases (but to the extent applicable, the Seller shall use commercially reasonable efforts to obtain any required consents under such leases; provided, that in no event shall the Seller or any of its Affiliates be required to make payments to third parties under such leases in order to obtain their consent); provided, further, following any environmental investigations, the Purchasers shall, upon request of the Seller, promptly provide to the Seller the laboratory analytical results of such investigations (including copies of any related Quality Assurance and Quality Control data), and the time Purchasers shall, at their sole expense, restore the property to the condition it was in prior thereto. Anything in the foregoing notwithstanding, any information with regard to the Retained Business obtained by or provided to the Purchasers or their respective agents or representatives pursuant to this Agreement (including in connection with any environmental investigation and any materials, test results, conclusions or reports generated in connection therewith) shall be deemed "Evaluation Material" under, and be subject to the terms of, the Confidentiality Agreement, and in no event shall the Seller be required to provide access to privileged or attorney work product materials; provided that neither the Purchasers nor the Seller shall be prohibited from using reports of first acceptance environmental investigations performed pursuant to this Agreement in any negotiation or proceeding between them relating to the interpretation or enforcement of Shares for payment under this Agreement; and provided, further, that, while neither the OfferPurchasers nor the Seller intend to waive any attorney-client privilege or work product protection that might otherwise protect any shared information from disclosure, Purchaser may, upon the prior written approval (which shall not Purchasers and the Seller intend to work cooperatively in their common defense and response to legal obligations or liabilities that may be unreasonably withheld associated with the matters identified by such environmental investigations and will maintain a joint defense privilege or delayed) common interest attorney-client privilege with respect to any shared attorney-client materials or attorney work product of either the Purchasers or the Seller or any such materials or work product that is developed jointly in connection therewith. EXECUTION COPY -------------- 5.1.2 In furtherance of the Company's Chief Executive Officerforegoing, Chief Financial Officer or General Counselbut not in limitation thereof, the Seller shall (i) contact any employee and shall cause each of the Company directly, provided that such contact is for informational purposes only other Seller Entities to) (a) permit the Purchasers and does not unreasonably interfere with such employee's ongoing responsibilities their respective agents and representatives to the Company, and (ii) have reasonable access to the Company's offices premises, books and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees records of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have Seller Entities (with respect to any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation portion of the Offer have not been satisfied. Water Business or as otherwise reasonably requested) and the Transferred Subsidiaries (with respect to any portion of the Water Business or as otherwise reasonably requested), (b) The Chief Financial Officer furnish or cause to be furnished to the Purchasers such financial and operating data relating to the Seller Entities (with respect to any portion of the Company shall deliver Water Business or as otherwise reasonably requested) and the Transferred Subsidiaries (with respect to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date any portion of the Offer and immediately before Water Business or as otherwise reasonably requested) as the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, Purchasers shall reasonably request from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer extent available), and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), ) cause their accountants (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior subject to the execution by the Purchasers of such documents as shall be reasonably requested by such accountants) to furnish to the Purchasers and delivery the Purchasers' accountants access to all work papers relating to any portion of this Agreement, the Company shall have Water Business for any of the periods covered by any financial statements delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of Purchasers pursuant to this Agreement and the other agreements contemplated hereby andAgreement, in each case, in accordance with the procedures set forth in Section 5.1.1 of the Seller's Disclosure Schedule. Prior to the Closing, the Purchasers shall not (and shall cause their respective Subsidiaries, representatives and agents not to) use any information obtained pursuant to this Section 5.1 for any purpose unrelated to the transactions contemplated therebydescribed in this Agreement. Subject to Section 4.7 of this Agreement, certified no investigation by the Secretary Purchasers or their respective representatives or advisors prior to or after the date of this Agreement (including any Additional Financial Information provided to the CompanyPurchasers prior to the date hereof and any information obtained by the Purchasers pursuant to this Section 5.1) shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Agreement. 5.1.3 Notwithstanding anything to the contrary in Sections 5.1.1 and 5.1.2, the Purchasers shall not be permitted to conduct any Phase II Environmental Assessments or similar on-site activities prior to the Closing.

Access and Information. (a) Between the date of this Agreement and the Effective TimeUpon reasonable notice, the Company will give, and Acquiree Bank shall direct its accountants and legal counsel to give, Purchaser afford Acquiror and its respective authorized representatives (including, without limitation, directors, officers and employees of Acquiror and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by Acquiror) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timescontracts, access as reasonably requested to all offices and other facilities properties, personnel and to all contractssuch other information relating to Acquiree Bank as Acquiror may reasonably request; 27 NEXT PAGE provided, agreementshowever, commitmentsthat no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by Acquiree Bank in this Agreement. (b) From the date hereof until the Effective Time, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers Acquiree Bank shall promptly to furnish Purchaser provide Acquiror with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed with or received by it from any Government Regulator, (ii) a copy of any materials furnished to its senior management and all materials furnished to its Board of Directors, (iii) a copy of each press release made available to the Company public and (iv) any other information concerning its business, properties and personnel as Acquiror may reasonably request. Notwithstanding the foregoing, Acquiree Bank shall not be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Acquiror will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable securities laws law, Acquiror will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to Acquiror or the NASD; providedan affiliate of Acquiror other than pursuant to a confidentiality agreement or other confidential relationship, however(ii) becomes available to Acquiror or an affiliate of Acquiror from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon (iii) is disclosed with the prior written approval of Acquiree Bank or (which shall not be unreasonably withheld iv) is or delayed) of the Company's Chief Executive Officer, Chief Financial Officer becomes readily ascertainable from published information or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedtrade sources. (d) Prior From and after the date hereof, representatives of Acquiror Bank and Acquiree Bank shall meet on a regular basis to discuss and plan for the execution conversion of Acquiree Bank's data processing and delivery related electronic informational systems to those used by Acquiror Bank with the goal of this Agreement, conducting such conversion simultaneously with the Company shall have delivered to the Purchaser a copy of duly adopted resolutions consummation of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the CompanyMerger.

Access and Information. (a) Between Prior to the date Closing, and except for disclosures which would cause the Company to waive the attorney-client privilege or otherwise violate Applicable Law or any material confidentiality agreement, the Purchaser shall be entitled to make or cause to be made such investigation of this Agreement the Company, and the Effective Timefinancial and legal condition thereof, as the Purchaser deems necessary or advisable, and the Seller shall cause the Company to cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Seller shall cause the Company will give, and shall direct its accountants and legal counsel to give, (a) permit the Purchaser and its respective authorized agents and representatives or cause them to be permitted to have full and complete access to the premises, operating systems, computer systems (including, without limitation, its financial advisors, accountants hardware and legal counsel), at all reasonable times, access as reasonably requested to all offices software) and other facilities and to all contracts, agreements, commitments, books and records of the Company upon reasonable notice during regular business hours, (b) furnish or pertaining cause to be furnished to the Purchaser such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Company and its subsidiaries, will permit businesses as the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may shall request from time to time reasonably requesttime, (c) cause the Company's accountants to furnish to the Purchaser and (ii) a copy its accountants access to all work papers relating to any of each material report, schedule and other document filed or received the periods covered by financial statements provided by the Company pursuant to the requirements Purchaser hereunder and (d) furnish to the Purchaser's financial advisor complete and accurate information comparable to the types of applicable securities laws or information heretofore furnished by the NASD; provided, however, that, between Purchaser to the date hereof Purchaser's financial advisor in connection with the transactions contemplated hereby and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) such other information as such financial advisor may reasonably request in order to perform its financial advisory role on behalf of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedPurchaser. (b) The Chief Financial Officer Prior to the Closing, and except for disclosures which would cause the Purchaser or any of its subsidiaries to waive the attorney-client privilege or otherwise violate any Applicable Laws or any material confidentiality agreement, the Purchaser shall provide complete and accurate information to the Seller and its representatives in response to reasonable requests for information made in order to enable the Seller to make such investigation of the Company shall deliver to Purchaser and the Purchaser immediately before financial and legal condition thereof, as the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the OfferSeller deems necessary or advisable. (c) Without limiting Prior to the Closing, neither party hereto shall use any other provision of information provided to it in confidence for any purposes unrelated to this Agreement. Except with respect to publicly available documents, in the event that this Agreement is terminated, (i) the Purchaser will return to the Seller all documents obtained by them from time to time during the Offer upon Seller or the request Company in confidence and any copies thereof in the possession of the Purchaser or its agents and representatives or, at the option of the Purchaser, immediately before the close Purchaser shall cause all of business on such documents and all of such copies to be destroyed and shall certify the day which is six (6) business days prior destruction thereof to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) Seller and (kii) on Annex A hereto. The President of the Company shall deliver Seller will return to the Purchaser promptly following all documents obtained by them from the close of business on Purchaser and its subsidiaries in confidence and any copies thereof in the then-scheduled expiration date possession of the Offer a certificate executed by Seller or its agents and representatives or, at the option of the Seller, the Seller shall cause all of such officer documents and all of such copies to be destroyed and shall certify the destruction thereof to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedPurchaser. (d) Prior No investigation by any party hereto or hereafter made shall modify or otherwise affect any representations and warranties of the other party hereto, which shall survive any such investigation, or the conditions to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions obligation of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, parties hereto to consummate the transactions contemplated thereby, certified by the Secretary of the Companyhereby.

Access and Information. (a) Between the date of this Agreement Seller and the Effective Time, the Company will give, and ▇▇▇▇▇▇▇ shall direct its accountants and legal counsel give to give, Purchaser and its respective authorized representatives (including, without limitation, including its financial advisors, accountants lenders and legal counsel), at all reasonable times, their representatives) full access as reasonably requested during normal business hours to all offices and other facilities and to all the properties, books, contracts, agreements, commitments, books records, Tax Returns, personnel and records advisors of or pertaining to Seller, ▇▇▇▇▇▇▇ and the Company and its subsidiaries, will permit the foregoing Acquired Subsidiaries so that Purchaser may have full opportunity to make such reasonable inspections investigation of the Acquired Subsidiaries as they may require it shall reasonably request in advance. Seller and ▇▇▇▇▇▇▇ will cause its officers Coopers & ▇▇▇▇▇▇▇ to permit KPMG Peat Marwick to review and examine the work papers of Coopers & ▇▇▇▇▇▇▇ relating to Seller, ▇▇▇▇▇▇▇ and the Acquired Subsidiaries. Seller and ▇▇▇▇▇▇▇ will promptly furnish to furnish Purchaser with (i) such financial and operating data and other all information with respect to the business Acquired Subsidiaries which Purchaser may reasonably request. Additionally, Seller and properties ▇▇▇▇▇▇▇ will promptly furnish Purchaser all information concerning the Acquired Subsidiaries required for inclusion in any application, filing, statement or notice to be made by Purchaser to, or filed or joined in by Purchaser with, any Governmental Entity in connection with this Agreement or the Acquisition, including the Purchaser Proxy Statement, and none of such information shall, at the date furnished, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Company circumstances under which they were made, not misleading. Seller and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which ▇▇▇▇▇▇▇ shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date Mailing Date promptly inform Purchaser on becoming aware that any information concerning any of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by Acquired Subsidiaries furnished to Purchaser pursuant to this Section 6.3 contains any such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offermaterial misstatement or omission. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between BCR shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the Effective TimeAssets owned or leased by Westel and to the officers of Westel, the Company will givesubject to BCR's reasonable rules and regulations, and shall direct its accountants and legal counsel furnish, or cause to givebe furnished, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such Buyer any financial and operating data and or other information that is available with respect to the business Business and properties Assets of the Company and Westel in order to permit Buyer to complete its subsidiaries due diligence or as Purchaser may Buyer shall from time to time otherwise reasonably request, provided that the foregoing shall not require BCR to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of BCR's or Westel's obligations with respect to confidentiality if BCR shall have used its reasonable best efforts to obtain the consent of any such third party to such inspection or disclosure. The Buyer shall also have right to meet with groups of employees of Westel or otherwise provide to employees of Westel information regarding the Buyer and (ii) a copy its Affiliates, on reasonable prior notice to BCR in order to provide information to such employees about the Buyer and its plans for Westel and the Business including the Buyer meeting with the members of each material report, schedule and other document filed or received by the Company pursuant Westel management team prior to the requirements Closing Date for the purposes of applicable securities laws discussing continued employment terms with Westel. In the event of the termination of this Agreement, the Buyer hereby covenants that it shall not, nor shall it cause its Affiliates not to for one year thereafter, directly or indirectly, induce any individual who to its knowledge is then employed on a full time or substantially full time basis in the NASD; providedBusiness by Westel, howeverto leave the employ of Westel, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon without the prior written approval (which consent of Westel, provided however that this covenant shall not be unreasonably withheld apply to advertisements or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities solicitations made generally to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedpublic. (b) The Chief Financial Officer In the event of the Company termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to BCR, or (at BCR's option) confirm in writing to BCR that it has destroyed all information furnished to Buyer, any of its Affiliates or its representatives by BCR, Westel or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so furnished before or after the Purchaser immediately before the close of business on the day execution hereof. Buyer shall destroy all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which is six (6) business days contain or reflect any such information. Buyer shall at all times prior to the then-scheduled expiration date Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the Offer and immediately before the close of use of, such information in its business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares or in any other manner or for any other purpose except as of the date of the expiration of the Offercontemplated hereby. (c) Without limiting any other provision In the event of the termination of this Agreement, from time all information provided or obtained pursuant to time during clause (a) above shall be held by Buyer in accordance with and subject to the Offer upon the request terms of the Purchaserconfidentiality agreement, immediately before dated February 28, 1998, between Buyer and BCR (the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c"Confidentiality Agreement"), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement and hereof to the Effective Time, the Company will giveshall, and shall direct its accountants and legal counsel cause the Company Subsidiaries to, afford to give, Purchaser Parent and its respective authorized representatives (includingofficers, without limitationemployees, its financial advisorsaccountants, accountants and consultants, legal counsel), at all reasonable times, access as reasonably requested to all offices financing sources and other facilities representatives, upon reasonable prior notice, reasonable access during normal business hours to (i) the management and to all contracts, agreements, commitments, books and records key employees of or pertaining to the Company and its subsidiariesCompany Subsidiaries and (ii) all information concerning the business, will permit properties, contracts, records and personnel of the foregoing Company and the Company Subsidiaries as Parent may reasonably request to make conduct such reasonable inspections examination and investigation of the business and business assets, including environmental matters, as they may require and will cause its officers promptly to furnish Purchaser with is reasonably necessary for the purpose of consummating the transactions contemplated by this Agreement (i) such financial and operating data and other information including any financing transactions of Parent with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received transactions contemplated by the Company pursuant to the requirements of applicable securities laws or the NASDthis Agreement); provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that that such contact is for informational purposes only examination and investigation will be conducted at times and in a manner that does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to operation of the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of or the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSubsidiaries' respective businesses. (b) The Chief Financial Officer Following the Effective Time, for so long as such information is retained by Parent or the Surviving Corporation (which shall be for a period of at least five (5) years), Parent shall permit the Stockholder Representative and its Affiliates and representatives (collectively, the "ABRY Parties") to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Parent, to the books, records and personnel relating to the business of the Company, to the extent that such access may be reasonably required in connection with (i) the preparation of any Junior Stockholder's Tax returns or with any audit thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the business of the Company shall deliver to and the Purchaser immediately before the close of business on the day which is six (6) business days Company Subsidiaries prior to the thenEffective Time or (iii) any regulatory filing or matter; provided that any such ABRY Parties shall reimburse Parent or the Surviving Corporation promptly for all reasonable out-scheduled expiration date of of-pocket costs and expenses incurred by Parent or the Offer Surviving Corporation in connection with any such request and immediately before neither Parent nor the close of business on Surviving Corporation will be required to take any such action unless it has received reasonable assurance that such reimbursement will be paid. Parent and the then-scheduled expiration date of the OfferSurviving Corporation, a certificate executed by as applicable, shall attempt in good faith to maintain such officer which sets forth the anticipated number of issued books and outstanding Shares as of the date of the expiration of the Offerrecords in an easily accessible format and at accessible locations. (c) Without limiting Following the Effective Time, Parent shall, and shall instruct its and the Surviving Corporation's employees to, at any other provision Junior Stockholder's reasonable request, cooperate with such Junior Stockholder as may be reasonably required in connection with the investigation and defense of this Agreementany suit, from time to time during the Offer upon the request of the Purchaserclaim, immediately before the close of business on the day which is six (6) business days prior action, proceeding or investigation relating to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company that is brought against such Junior Stockholder or any of its Affiliates at any time after the Effective Time; provided, that such Junior Stockholder shall deliver reimburse Parent or the Surviving Corporation promptly for all reasonable out-of-pocket costs and expenses incurred by Parent or the Surviving Corporation in connection with any such request and neither Parent nor the Surviving Corporation will be required to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by take any such officer to the effect action unless it has received reasonable assurance that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedsuch reimbursement will be paid. (d) Prior Notwithstanding anything to the execution contrary contained in this Section 7.1, the access to books and delivery records contemplated by Section 7.1(b) and Section 7.1(c) hereof (i) shall be subject to the terms of this the confidentiality agreement set forth in the Selling Stockholders Agreement, (ii) in the Company case of materials that are privileged under laws concerning evidence, shall have delivered be subject to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other such agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified as may be reasonably requested by the Secretary Surviving Corporation in order to preserve and maintain any such privilege, and (iii) subject to Section 9.4(c), shall not extend to materials primarily related to any matter that is the subject of the Companya claim for indemnification pursuant to Article IX hereof.

Access and Information. (a) Between the date of this Agreement and the Effective TimeClosing Date, the Company will give, and Seller shall direct its accountants and legal counsel to give, Purchaser permit Buyer and its respective authorized representatives (includingto have reasonable access during normal business hours, without limitationupon reasonable advance notice, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, the books and records of or pertaining the Business and shall provide Buyer with reasonable access to the Company Real Property, Assets and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directlyBusiness, provided that such contact access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably with the Business. Additionally, Seller shall provide to Buyer in a timely manner all information as is reasonably requested by Buyer in order for informational purposes only Buyer to provide documentation and does not unreasonably interfere with information to Buyer's investors or potential investors in the Business. Buyer shall notify Seller in writing promptly upon its discovery of any information which, in its good faith discretion, constitutes or would indicate a breach by Seller of any representation, warranty, covenant or agreement of Seller hereunder. Should any information require any change in any Schedule attached hereto if the Schedule were dated the date of the occurrence or discovery of any such employeefact or condition, Seller shall promptly deliver to Buyer a supplement to such Schedule incorporating such change, which will be deemed to have amended such Schedule for all purposes. Unless Buyer timely exercises a right to terminate this Agreement pursuant to Section 10.3(c), Seller's ongoing responsibilities supplement pursuant to this Section 5.1 shall be deemed to amend this Agreement and any related Schedules and to have cured any misrepresentations or breach of representation or warranty that otherwise might have existed by reason of such fact or condition. Any information provided pursuant to this Section 5.1 shall be subject to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedConfidentiality Agreement. (b) The Chief Financial Officer For the period of seven (7) years after the Company Closing Date, Seller shall deliver reasonably consider a request by Buyer for copies of or access to documents in Seller's possession which relate to the Purchaser immediately before Business. The Seller shall not unreasonably withhold its consent to providing such documents. The Seller shall however be entitled to withhold its consent to a request for copies of, or access to documents where: (i) the close information is confidential or commercially sensitive to Seller or an Affiliate of business on Seller; or (ii) the day which information is six (6) business days prior confidential to any third party; Provided, however, that such information will not be withheld if it is required to be disclosed by Buyer in connection with Buyer's compliance with any securities or other Law and such information pertains to or was used by the then-scheduled expiration date Business. Buyer shall reimburse Seller for any costs reasonably incurred by Seller in complying with a request for copies of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offeror access to documents under this clause. (c) Buyer will retain all books, records and other documents pertaining to the Business in existence at the Effective Time and transferred to Buyer as part of the Assets and will make the same available after the Effective Time for inspection and copying by Seller at such Person's expense during the normal business hours of Buyer upon reasonable request and upon reasonable notice. For a period of seven (7) years following the Closing Date, no such books, records or documents shall be destroyed by Buyer without first advising Seller in writing and giving Seller a reasonable opportunity to obtain possession thereof. Without limiting any other provision of this Agreement, from time to time during the Offer upon the request generality of the Purchaserforegoing, immediately before Buyer will make available to Seller and any Affiliate of Seller, and their respective representatives, all information deemed necessary or desirable by Seller in preparing their respective financial statements or tax returns. Seller shall provide to Buyer at the close of business on the day which Closing or as soon thereafter as is six (6) business days prior to the then scheduled expiration date reasonably possible all appropriate books and records of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as Business being sold pursuant to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements transaction contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyhereby.

Access and Information. (ai) Between From the date hereof until the earlier of the termination of this Agreement and Closing, Seller and the Effective Time, the Company will givePress Sellers shall, and shall direct its accountants and legal counsel to give, Purchaser procure that each Transferred Press Subsidiary shall (a) provide Buyer and its respective authorized representatives (includingRepresentatives with reasonable access during normal business hours to the personnel, without limitationproperties, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsassets, books and records of or pertaining (including Tax related books and records) relating to the Company Transferred Press Subsidiaries and its subsidiaries, will permit the foregoing to make such reasonable inspections Press Business as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may Buyer shall reasonably request from time to time reasonably requesttime, and (b) furnish promptly to Buyer any information concerning the Transferred Press Subsidiaries or the Press Business as Buyer may reasonably request; provided that Seller may restrict the foregoing access to the extent required by applicable Law or if Seller reasonably believes that the information requested by Buyer is subject to confidentiality obligations to third parties or the disclosure of such information would result in the loss of attorney-client privilege (in which case Seller and the Press Sellers shall use commercially reasonable efforts to communicate the applicable information to Buyer in a way that would not violate such Law or confidentiality obligations or would not result in a loss of such privilege) or subject Seller to the risk of liability; and provided, further, that in the exercise of the foregoing rights, Buyer shall not, and shall cause its Representatives not to, unduly interfere with the operation and conduct of the Press Business. All information received pursuant to this Section 5.1.3 shall be governed by the terms of the Confidentiality Agreement. Any such furnishing of such information to Buyer or any investigation by Buyer shall not affect Buyer’s right to rely on any representations and warranties made in this Agreement. (ii) a copy From the date hereof until the earlier of each material reportthe termination of this Agreement and Closing, schedule Seller shall, and other document filed or received by shall cause the Company pursuant Transferred Press Subsidiaries to, retain all of the books and records (including Tax related books and records) relating to the requirements Press Business in accordance with its respective record retention policies as presently in effect on the date hereof. On the Closing Date, Seller and each Press Seller shall deliver or cause to be delivered to Buyer copies of applicable securities laws all books and records (including Tax-related books and records, or portions thereof) to the NASDextent relating to the Press Business, if any, in the possession of Seller or such Press Seller; provided, however, that, between nothing in this Agreement shall be construed to require Seller to deliver to Buyer copies of consolidated or combined Tax Returns of Seller and its Affiliates or any other Tax Return unrelated to the Press Business. (iii) From and after the date hereof and until the time of first acceptance of Shares for payment under the OfferClosing Date, Purchaser may, upon the prior written approval (which Seller shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, furnish to Buyer (i) contact any employee within 20 days after the last day of each calendar quarter, copies of all unaudited pro forma balance sheets and statements of income for the Company directly, provided that Press Business for such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, month and (ii) have access to within 45 days after the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees last day of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation fiscal year of the Offer have not been satisfied. (b) The Chief Financial Officer Press Business ending December 31, 2018, copies of the Company shall deliver to audited balance sheet and statements of operations, cash flows and stockholders’ equity for the Purchaser immediately before Press Business as of such date for the close of business on the day which is six (6) business days prior to the then-scheduled expiration date fiscal year then ended. Each of the Offer and immediately before financial statements delivered pursuant to this Section 5.1.3(iii) shall be prepared in accordance with the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the OfferAccounting Principles. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective TimeUpon reasonable notice, the Company will give, Patapsco shall (and shall direct its accountants and legal counsel to give, Purchaser cause Patapsco’s Subsidiaries to) afford Bradford and its respective authorized representatives (including, without limitation, directors, officers and employees of Bradford and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by Bradford) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timescontracts, access as reasonably requested to all offices and other facilities properties, personnel and to all contractssuch other information relating to Patapsco and Patapsco’s Subsidiaries as ▇▇▇▇▇▇▇▇ ▇▇▇ reasonably request; provided, agreementshowever, commitmentsthat no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by Patapsco in this Agreement. (b) From the date hereof until the Effective Time, books Patapsco shall, and records of or pertaining to the Company and its subsidiariesshall cause Patapsco’s Subsidiaries to, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser provide Bradford with (i) such financial and operating data and other information a copy of each report filed with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably requestfederal or state banking regulators, and (ii) a copy of each material reportperiodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, schedule (iii) a copy of each press release made available to the public and (iv) all other document filed information concerning its business, properties and personnel as ▇▇▇▇▇▇▇▇ ▇▇▇ reasonably request. Notwithstanding the foregoing, neither Patapsco nor its Subsidiaries shall be required to provide access to or received to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Bradford will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by the Company pursuant this Agreement. Subject to the requirements of applicable securities laws law, Bradford will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to Bradford or the NASD; providedan affiliate of Bradford, howeverother than pursuant to a confidentiality agreement or other confidential relationship, that(ii) becomes available to Bradford or an affiliate of Bradford from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon (iii) is disclosed with the prior written approval of Patapsco or (which shall not be unreasonably withheld iv) is or delayed) of the Company's Chief Executive Officer, Chief Financial Officer becomes readily ascertainable from published information or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedtrade sources. (d) Prior From and after the date hereof, representatives of Bradford and Patapsco shall meet on a regular basis to discuss and plan for the execution conversion of Patapsco’s and delivery its Subsidiaries’ data processing and related electronic informational systems to those used by Bradford Bank with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) Patapsco shall give notice, and shall cause The Patapsco Bank to give notice, to a designee of Bradford, and shall invite such person to attend all regular and special meetings of the Board of Directors of Patapsco and The Patapsco Bank and all meetings of the Directors’ Loan Committee of The Patapsco Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that Patapsco or The Patapsco Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of Patapsco or The Patapsco Bank, (iii) pending or threatened litigation or investigations if, in the Company shall have delivered opinion of counsel to Patapsco, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the Purchaser a copy of duly adopted resolutions of the Board approving the executionmatters being discussed, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyor (iv) matters involving an Acquisition Proposal.

Access and Information. (a) Between Subject to the terms of the Confidentiality Agreement, which Buyer acknowledges that the information provided to it and its Representatives under this Section 5.3 is subject to the terms thereof, and which the Parties agree will continue in full force following the date of this Agreement and Agreement, during the Effective TimePre-Closing Period, upon reasonable notice, the Company will give, shall and shall direct use commercially reasonable efforts to cause its accountants and legal counsel to give, Purchaser Representatives to: (a) provide Buyer and its respective authorized representatives (includingRepresentatives reasonable access during normal business hours to the Company’s Representatives, without limitationpersonnel, its financial advisors, accountants property and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities assets and to all contractsexisting books, agreementsrecords, commitmentsTax Returns, books work papers and records of or pertaining other documents and information relating to the Company and its subsidiariesSubsidiaries; (b) provide Buyer and its Representatives with such copies of the existing books, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data records, Tax Returns, work papers, product data, and other documents and information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities relating to the Company, and with such additional financial, operating and other data and information regarding the Company’s Subsidiaries as Buyer may reasonably request; (iic) have permit Buyer’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company to discuss such matters as the Company may deem necessary or appropriate and; (d) make available to Buyer copies of unaudited financial statements, material operating and financial reports prepared for senior management or the board of directors or managers of Buyer, and any material notice, report or other document filed with or sent to or received from any Governmental Body in connection with the contemplated transactions. Any investigation conducted by Buyer pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party. Notwithstanding the foregoing, the Company may restrict the foregoing access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in extent that any manner in contacting employees of Law applicable to the Company requires the Company to restrict or prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in accessing the Company's offices and facilities. No which such privilege may be jeopardized by such disclosure or access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert ; provided that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver use its commercially reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including, to the Purchaser immediately before the close extent permitted, redacted versions of business on the day which any such information or entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is six (6) business days prior necessary to the thenpermit disclosure without jeopardizing such attorney-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offerclient privilege or violating applicable Law, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerapplicable. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Subject to applicable Law or any applicable Governmental Authorizations, from the date of this Agreement Execution Date until the Closing Date, Sellers shall, during reasonable business hours and the Effective Timein compliance with such reasonable procedures as Sellers may request, the Company will give, and shall direct its accountants and legal counsel to give, provide Purchaser and its respective authorized representatives (includingwith access to such information, without limitation, documents and properties as are in its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of possession or pertaining under its control relating to the Company Group or any member thereof as Purchaser may reasonably request in connection with the transactions contemplated by this Agreement; provided, however, such access shall be supervised by such Persons as may be designated by Sellers and such access shall not (i) unreasonably disrupt the operations of Sellers or the Company Group, (ii) require that any Seller or any member of the Company Group disclose any information that in Sellers’ reasonable judgment would result in the disclosure of any trade secrets or violate any of Sellers’ or any member of the Company Group’s obligations with respect to confidentiality, (iii) require that any Seller or any member of the Company Group disclose any privileged information of any Seller or any member of the Company Group, (iv) require any Seller or its subsidiariesAffiliates (including the Company Group) to disclose any information regarding such Seller or its Affiliates (excluding the Company Group) that such Seller reasonably identifies as commercially sensitive for antitrust purposes, will permit or (v) include any boring, drilling, or other invasive or destructive testing or sampling. All information, data, and copies of documents obtained by Purchaser pursuant to this Section 6.3 or otherwise in connection with the foregoing transactions contemplated by this Agreement shall be subject to make such reasonable the terms of the Confidentiality Agreement. (b) If Purchaser exercises rights of access to any assets or properties owned, leased, used, or managed by any member of the Company Group under this Section 6.3 or otherwise, or conducts examinations or physical inspections as they may require and will cause its officers promptly to furnish Purchaser with at sites under this Section 6.3 or otherwise, then (i) such financial access and operating data any related examinations or inspections shall be at Purchaser’s sole risk, cost and other information with respect to the business expense, and properties Purchaser waives and releases all claims against Sellers and each member of the Company Group, and its subsidiaries as Purchaser may each Seller Related Party arising in any way therefrom or in any way related thereto except to the extent such claim arises from time to time reasonably requestthe gross negligence or willful misconduct of any Seller or a member of the Company Group or a Seller Related Party, and (ii) a copy of Purchaser shall indemnify, defend, and hold harmless Sellers and each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee member of the Company directlyGroup and each Seller Related Party from any and all claims, provided that actions, causes of action, liabilities, losses, damages, fines, penalties, costs, or expenses of any kind or character, or Liens for labor or materials, arising out of or related to property damage or personal injury caused by, or personal injury to, Purchaser’s representatives and invitees during the course of any such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities examinations or inspections except to the Company, and (ii) have access to extent such claim arises from the Company's offices and facilities; and, following the time gross negligence or willful misconduct of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees Seller or a member of the Company Group or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfieda Seller Related Party. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement and the Effective TimeUpon reasonable notice, the Company will give, Patapsco shall (and shall direct its accountants and legal counsel to give, Purchaser cause Patapsco's Subsidiaries to) afford Bradford and its respective authorized representatives (including, without limitation, directors, officers and employees of Bradford and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by Bradford) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timescontracts, access as reasonably requested to all offices and other facilities properties, personnel and to all contractssuch other information relating to Patapsco and Patapsco's Subsidiaries as B▇▇▇▇▇▇▇ ▇▇▇ reasonably request; provided, agreementshowever, commitmentsthat no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by Patapsco in this Agreement. (b) From the date hereof until the Effective Time, books Patapsco shall, and records of or pertaining to the Company and its subsidiariesshall cause Patapsco's Subsidiaries to, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser provide Bradford with (i) such financial and operating data and other information a copy of each report filed with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably requestfederal or state banking regulators, and (ii) a copy of each material reportperiodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, schedule (iii) a copy of each press release made available to the public and (iv) all other document filed information concerning its business, properties and personnel as B▇▇▇▇▇▇▇ ▇▇▇ reasonably request. Notwithstanding the foregoing, neither Patapsco nor its Subsidiaries shall be required to provide access to or received to disclose information where such access or disclosure would violate the rights of such entity's customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) Bradford will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by the Company pursuant this Agreement. Subject to the requirements of applicable securities laws law, Bradford will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to Bradford or the NASD; providedan affiliate of Bradford, howeverother than pursuant to a confidentiality agreement or other confidential relationship, that(ii) becomes available to Bradford or an affiliate of Bradford from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon (iii) is disclosed with the prior written approval of Patapsco or (which shall not be unreasonably withheld iv) is or delayed) of the Company's Chief Executive Officer, Chief Financial Officer becomes readily ascertainable from published information or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedtrade sources. (d) Prior From and after the date hereof, representatives of Bradford and Patapsco shall meet on a regular basis to discuss and plan for the execution conversion of Patapsco's and delivery its Subsidiaries' data processing and related electronic informational systems to those used by Bradford Bank with the goal of conducting such conversion simultaneously with the consummation of the Bank Merger. (e) Patapsco shall give notice, and shall cause The Patapsco Bank to give notice, to a designee of Bradford, and shall invite such person to attend all regular and special meetings of the Board of Directors of Patapsco and The Patapsco Bank and all meetings of the Directors' Loan Committee of The Patapsco Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed (i) matters involving this Agreement, (ii) information or material that Patapsco or The Patapsco Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of Patapsco or The Patapsco Bank, (iii) pending or threatened litigation or investigations if, in the Company shall have delivered opinion of counsel to Patapsco, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the Purchaser a copy of duly adopted resolutions of the Board approving the executionmatters being discussed, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyor (iv) matters involving an Acquisition Proposal.

Access and Information. (a) Between Subject to the date terms of the Confidentiality Agreement, at all times during the period commencing upon the execution and delivery hereof by each of the parties hereto and terminating upon the earlier to occur of the Closing or the termination of this Agreement pursuant to and in accordance with the terms of Section 9.1 hereof, HPI shall permit, and the Effective TimeHPI Stockholders and HPI shall cause each Acquired Company to permit, the Purchaser and its authorized agents and representatives to have reasonable access, upon reasonable notice and during normal business hours, to all of the Employees, assets and properties and all relevant books, records and documents of or relating primarily to each Acquired Company will giveand the assets of any Acquired Company, and shall direct its accountants furnish to the Purchaser such information and legal counsel data, financial records and other documents relating thereto as the Purchaser may reasonably request, subject, in each case, to give, the terms of any applicable confidentiality agreement. Each Acquired Company shall permit the Purchaser and its respective authorized agents and representatives (includingreasonable access to such company's accountants, without limitationauditors and suppliers for reasonable consultation or verification of any information obtained by the Purchaser during the course of any investigation conducted pursuant to this Section 6.2, its financial advisors, accountants and legal counsel), at all shall use reasonable times, access as reasonably requested efforts to all offices and other facilities and cause such Persons to all contracts, agreements, commitments, books and records of or pertaining to cooperate with the Company Purchaser and its subsidiariesagents and representatives in such consultations and in verifying such information. If the Purchaser desires to perform any invasive testing at the Owned Real Property, will permit the foregoing to make such reasonable inspections as they may require Purchaser (or its agents) shall do so only after notifying HPI and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the obtaining HPI's prior written approval (consent thereto, which shall consent may not be unreasonably withheld or delayed) , but which may be subject to any terms and conditions reasonably imposed by HPI, including the prompt restoration of the CompanyOwned Real Property to its condition prior to any such inspections or tests, at the Purchaser's Chief Executive Officersole cost and expense. Neither the Purchaser nor its agents shall perform any testing on any property of a landlord on any Leased Real Property, Chief Financial Officer or General Counsel, (i) contact nor shall they take any employee action which may cause a default under the terms of any lease. Any investigation pursuant to this Section 6.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees business of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedAcquired Companies. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company will givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall direct its accountants and legal counsel to give, Purchaser afford Buyer and its respective authorized representatives (includingRepresentatives reasonable access, without limitationduring normal business hours, its financial advisorsto the books and records, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and properties of the Company, furnish to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make Buyer such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such additional financial and operating operational data and other information with respect to the business and properties of regarding the Company and its subsidiaries as Purchaser Buyer may from time to time reasonably requestrequest and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and (ii) a copy of each material report, schedule and other document filed or received by expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company pursuant to into Buyer’s organization following the requirements of applicable securities laws or the NASDClosing; provided, however, thatthat Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, between (ii) any information the date hereof disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the time Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of first acceptance of Shares for payment under the Offerforegoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, Purchaser mayboring, upon drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written approval (which consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not be unreasonably withheld directly or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) indirectly contact any employee Representative of the Company directlySeller, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in accessing respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company's offices . Buyer acknowledges and facilities. No such access, inspections or furnishing of agrees that any information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or received in connection with this Section 6.1(a) will be subject to the consummation terms and conditions of the Offer have not been satisfiedConfidentiality Agreement. (b) The Chief Financial Officer From and after the Closing, in connection with any reasonable business purpose (other than in connection with any dispute between Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand), including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney- client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller and its Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Buyer and its Affiliates (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (B) furnish to Seller such additional financial and other information as Seller may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), in each case to the extent relating to the Company shall deliver to the Purchaser immediately before the close of business for periods ending on the day which is six (6) business days or prior to the then-scheduled expiration date Closing Date; provided, however, such information shall be limited to that required or reasonably necessary in connection with such reasonable business purpose and shall be provided at the sole cost and expense of Seller; provided further, however, that such access or request shall not unreasonably interfere with the Offer and immediately before the close business or operations of business on the then-scheduled expiration date Buyer or any of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerits Affiliates. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business For 180 days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close Closing Date, Seller shall coordinate and cooperate fully with Buyer in exchanging such information and providing such assistance, in each case on a timely basis, as Buyer may reasonably request and at the sole cost and expense of business on Buyer, in connection with the then-scheduled expiration date preparation and submission of the Offer a certificate executed by such officer any reports and filings to the effect that the conditions Government Entities as required under or pursuant to the Offer specified in the immediately preceding sentence have been satisfiedEnvironmental Laws. (d) Prior Buyer hereby agrees to defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Losses attributable to personal injury, death or physical or other property damage, or violation of Seller’s or its Affiliate’s or any third Person operator’s rules, regulations or operating policies of which Buyer or its Representatives associated with the Losses had been informed in advance in writing, to the execution extent arising out of, resulting from or relating to the actions of Buyer or its Representatives in connection with any field visit, environmental property assessment, sampling, boring, drilling or other invasive investigation activities or other due diligence activity conducted by Buyer or any of its Representatives with respect to the Company and delivery the Company Systems, EVEN IF SUCH LOSSES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LOSSES ACTUALLY RESULTING ON ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE SELLER INDEMNIFIED PARTIES; provided, for the avoidance of this Agreementdoubt, the Company Parties agree that in no event shall have delivered any Seller Indemnified Party be entitled to the Purchaser a copy indemnification by Buyer for any Losses arising out of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyany preexisting environmental contamination or noncompliance with Environmental Law.

Access and Information. Subject to the provisions of Section 7.02, Section 8.03, Section 8.12, Section 17.16 and clause (xi) of Schedule 10.01 and upon reasonable notice, Seller shall grant, or cause to be granted, to Buyer and its Representatives access during normal business hours throughout the Interim Period to the Refinery, the Assets (including for the purpose of performing an update to the Survey) the Refinery Books and Records (subject to any confidentiality agreements, applicable legal restrictions (including employee consents) and any applicable legal privileges) and the employees of the Seller Companies for the purposes of business separation, knowledge transfer or other transition-related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a) and evaluating the IT Swapkit and the Process Control Domain. Subject to the provisions of clause (x) and clause (xi) of Schedule 10.01, during the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the Assets and the Operations that may reasonably be requested by Buyer for the purposes of business separation, knowledge transfer or other transition related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a). Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, and the Refinery Books and Records shall not include, any files, records, contracts or documents of the Seller Companies or their respective Affiliates relating to (a) Between a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and hydrocarbon inventory valuation procedures and records; (b) the date negotiation or execution of this Agreement and Agreement; (c) any information the Effective Time, disclosure of which would result in a violation of Applicable Law; or (d) any information the Company will give, and shall direct disclosure of which would jeopardize any privilege available to Seller or its accountants and legal counsel Affiliates relating to give, Purchaser and such information or would cause Seller or its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested Affiliates to all offices and breach a material confidentiality obligation or other facilities and material contractual obligation to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASDany Third Party; provided, however, that, between in the date hereof and case of subsection (d), in the time event Seller determines that the provision of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have requested access to Buyer would cause Seller or its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party, Seller will take all reasonable steps within its control to obtain the Company's offices and facilities; and, following requisite waivers or other relief from such obligations in order to provide Buyer with the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such requested access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement and until the Effective Time, subject to applicable Law and any reasonable rules, regulations and policies maintained by each of Parent and the Company, upon reasonable advance notice, each of Parent and the Company will giveshall (and shall cause each of their respective Subsidiaries to) afford the other party’s officers and other authorized Representatives reasonable access, during normal business hours, under the supervision of designated personnel or Representatives and in such a manner as to not interfere with the operations of the other party or any of its Subsidiaries, to any employees, properties, books, contracts, documents and records reasonably requested by the other party, provided that no investigation pursuant to this Section 7.3(a) shall affect or be deemed to modify any representation or warranty made by Parent or the Company herein, and provided, further, that the foregoing shall not require either Parent or the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent or the Company, as applicable, would result in the disclosure of any Trade Secrets and Know-How of third parties or violate any of its obligations with respect to confidentiality if the withholding party shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of Parent, the Company or any of their respective Subsidiaries. All requests for information made pursuant to this Section 7.3(a) shall be directed to the executive officer or other Person designated by Parent or the Company, as applicable, and neither Parent nor the Company shall directly or indirectly contact any officer, director, employee, agent or representative of the other party or any of its Subsidiaries without the prior approval of such designated Person. In an effort to prevent any interference or disruption caused by such access, each of Parent and the Company may, in their sole discretion, reasonably limit the number of individuals having access to, and the number of visits to, their respective facilities. All such information shall be governed by the terms of the Confidentiality Agreement. (b) For a period of six (6) years following the Closing Date, Parent shall, and shall direct its accountants and legal counsel to givecause the Surviving Company to, Purchaser and its respective authorized representatives (includingretain all material books, without limitationContracts, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books documents and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries Subsidiary pertaining to all periods prior to the Closing. From and after the Closing Date, subject to any applicable Law and any reasonable rules, regulations and policies maintained by Parent, upon reasonable advance notice, Parent shall (and shall cause the Surviving Company to) afford the Stockholder Representative and any of its authorized Representatives reasonable access, during normal business hours, under the supervision of Parent’s designated personnel or Representatives and in such a manner as Purchaser may from time to time not interfere with the operations of Parent or the Surviving Company, to any employees, properties, books, contracts, documents and records reasonably requestrequested by the Stockholder Representative (i) in response to the request or at the direction of a Governmental Entity, and (ii) a copy in connection with the preparation of each material report, schedule Tax Returns or other documents related to Tax matters and other document filed or received by (iii) in connection with the Company pursuant determination of any matter relating to the requirements rights or obligations of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment any Person under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company Voting Agreement, and the Escrow Agreement; provided that the foregoing shall not require Parent (x) to permit any inspection, or to disclose any information, that in the reasonable judgment of Parent would result in the disclosure of any Trade Secrets and Know-How of third parties or violate any of its obligations with respect to confidentiality if Parent shall have delivered used commercially reasonable efforts to obtain the Purchaser a copy consent of duly adopted resolutions such third party to such inspection or disclosure or (y) to disclose any privileged information of Parent or the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Surviving Company.

Access and Information. (a) Between With respect to each Subject Company, from the date hereof until the Closing at which such Subject Company is sold, subject to any applicable Law, Parent, to the extent not unreasonably disruptive to the business and employees of this Agreement and the Effective Timesuch Subject Company, the Company will giveshall, and shall direct cause its accountants and legal counsel to giveAffiliates to, (i) afford Purchaser and its respective authorized representatives (includingAffiliates, without limitationsubject to any confidentiality restrictions, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during normal business hours upon reasonable advance notice to all offices and other facilities and to all contracts, agreements, commitments, the books and records and other documents of or pertaining to the Subject Company and assets, properties and senior management and personnel of such Subject Company and its subsidiariesAffiliates, will permit the foregoing agents and auditors, and (ii) promptly furnish, or cause to make be furnished, to Purchaser such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such technical, financial and operating data and other information (or copies thereof) with respect to the business and properties of the Company and its subsidiaries such Subject Company, as Purchaser may from time to time be reasonably requestrequested by Purchaser, and (ii) a copy of in each material reportcase, schedule and other document filed or received by the Company pursuant to the requirements extent reasonably required by Purchaser to ensure an orderly and efficient transition of applicable securities laws or (including for the NASD; provided, however, that, between the date hereof and the time purposes of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval retaining personnel (which shall not be unreasonably withheld or delayedincluding Key Personnel) of or related to) such Subject Company to Purchaser, to prepare for the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that Closing relating to such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Subject Company or in accessing any financing contemplated by Section 5.14 and to facilitate the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described Closing relating to such Subject Company under Article VI; provided, however, that in paragraphs no event shall Purchaser have access to any information (ci) that relates solely to any portion of the business of Parent or its Affiliates that is not being transferred pursuant to this Agreement or (ii) in Parent’s reasonable determination, the disclosure of which would violate applicable Law, or could affect any legal privilege. In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. No information provided to or obtained by Purchaser pursuant to this Section 5.5(a) or otherwise obtained after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Section 8.2), or the representations or warranties of, or the conditions to the obligations of, the Parties hereto. (e)(ii)b) Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Purchaser agrees to provide (f), (g)or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents that Purchaser has acquired pursuant to this Agreement and to its Representatives to the extent that such access is reasonably required by Parent or any of its Affiliates and is not unreasonably disruptive to the business and employees of Purchaser and its Affiliates, (i) to prepare any required financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business 58 and affairs of any Subject Company prior to any Closing or (kiv) in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Parent have access to any information the disclosure of which, based on Annex A heretoadvice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would violate applicable Law or could destroy any legal privilege. The President All such information made available to Parent under this Section 5.5(b) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates acquire pursuant to this Agreement in accordance with Purchaser’s internal document retention policies. (c) Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Parent agrees to provide (or cause its Affiliates to provide) Purchaser with all necessary access to all books and records and other documents of Parent and to its Representatives to the extent that such access is reasonably required by Purchaser or any of its Affiliates and is not unreasonably disruptive to the business and employees of Parent and its Affiliates, (i) to prepare any required financial statements, reports (including servicer or investor reports), Tax filings or regulatory filings of Purchaser, including with respect to any Securitization Transaction, in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Purchaser or any of its Affiliates (which, as of and after a Closing, shall include any Subject Company transferred at such Closing) is a party relating to the business and affairs of the Company shall deliver applicable Target Business Segment prior to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer Closing or (iv) in connection with any claim for indemnity made under or pursuant to the effect that the conditions to the Offer specified this Agreement, in each case, subject in the immediately preceding sentence case of any Confidential Information of Parent or any of its Affiliates to Purchaser and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Purchaser have been satisfiedaccess to any information the disclosure of which, based on advice of Parent’s counsel, or in Parent’s reasonable determination, would violate applicable Law or could destroy any legal privilege. All such information made available to Purchaser under this Section 5.5(c) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Parent agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates transfer to Purchaser pursuant to this Agreement in accordance with Parent’s internal document retention policies. (d) Prior From the date hereof until the applicable Closing, Parent shall provide to Purchaser copies of all servicer and security holder reports required to be delivered by any Subject Company, 59 or any of its Affiliates, under each Securitization Transaction, within five Business Days following the date such report is required to be delivered under the applicable Securitization Instruments. (e) Within thirty (30) days of the date hereof, Parent shall make available to Purchaser complete copies of (i) all material Contracts related to Material Indebtedness, (ii) any Contract for employment of any individual or firm on a full-time, part-time or consulting or other basis providing annual compensation in excess of $300,000, to the execution extent such Contract is in the possession of Parent, (iii) a list of each Insurance Policy not set forth on Section 3.17 of Parent’s Disclosure Letter and delivery (iv) a list of this Agreement, the Company shall have delivered to the Purchaser a copy all Scheduled Intellectual Property not listed on Section 3.14(a) of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the CompanyParent’s Disclosure Letter.

Access and Information. (a) Between the date of this Agreement and the Effective TimeUpon reasonable advance notice, the Company will giveSeller shall, and shall direct cause its accountants Affiliates to, give to Parent, Buyer and legal their officers, employees, accountants, counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities representatives reasonable access (including for the purpose of inspection and copying) during Seller's or the applicable Affiliate's normal business hours prior to the Closing to the Real Property, Purchased Assets, Business Records and Business Employees and to all of Seller's or the applicable Affiliate's properties, books, contracts, agreements, commitments, books reports of examination and records (excluding confidential portions of or pertaining personnel and medical records) directly relating to the Company Business, the Purchased Assets or the Assumed Liabilities (but excluding the Excluded Assets and its subsidiaries, will permit Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation) for the foregoing purpose of allowing Parent and Buyer to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties observe Seller's year end audit, including an audit of the Company and its subsidiaries as Purchaser may from time to time reasonably requestphysical Inventory, and (ii) a copy conduct appraisals of each material reportthe Purchased Assets and (iii) conduct environmental due diligence. Seller shall, schedule and shall cause its Affiliates to, assist Parent and Buyer, at Parent's and Buyer's expense, in making such investigation and shall cause its counsel, accountants, engineers, consultants and other document filed non-employee representatives to be reasonably available to Parent and Buyer for such purposes. In conducting any inspections, sampling, investigations or received tests of the Transferred Premises or Leased Premises or in installing any temporary monitoring ▇▇▇▇▇ or equipment thereon, Parent, Buyer and their agents and representatives shall: (i) not interfere in any material respect with the operation and maintenance of the Transferred Premises and Leased Premises; (ii) not damage in any material respect any part of the Transferred Premises and Leased Premises or any personal property owned or held by the Company pursuant any Third Party; (iii) comply with all applicable Laws; (iv) promptly pay when due all of its costs of all tests, investigations, and examinations performed by or on behalf of Parent and Buyer with regard to the requirements Transferred Premises and Leased Premises; (vi) not permit any Encumbrances to attach to the Transferred Premises or Leased Premises by reason of the exercise of its rights hereunder; (vii) repair any damage to the Transferred Premises and Leased Premises resulting directly or indirectly from any such inspection or tests; (viii) carry insurance reasonably requested by Seller, name Seller as an additional insured thereunder, and provide Seller with copies of such insurance; (ix) not reveal or disclose prior to Closing any information obtained concerning the Transferred Premises and Leased Premises to any Third Parties, except as reasonably necessary to effectuate the Closing or except as may be otherwise required by applicable securities laws Law; and (x) not take subsurface soil or groundwater samples in the NASD; provided, however, that, between vicinity of the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval Designated Remedial Action without Seller's consent (which consent shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied). (b) The Chief Financial Officer Each of Parent and Buyer indemnifies and holds Seller harmless from and against any and all Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of Parent's and Buyer's negligent inspections, sampling, investigations or tests, or Parent's and Buyer's negligent installation of any temporary monitoring ▇▇▇▇▇ or equipment permitted under this Purchase Agreement; provided, however, the Company indemnity in this Section 5.1(b) shall deliver not extend to protect Seller from any Encumbrances, claims, causes of action, damages, Liabilities and expenses (including reasonable attorneys' fees) arising out of discovery by Parent or Buyer of any Hazardous Substance or contamination. Parent's and Buyer's obligations under this Section 5.1(b) shall survive the termination of this Purchase Agreement and shall survive the Closing for 18 months and shall be subject to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerindemnification claims procedures in Section 9.6. (c) Without limiting After the Closing Date, each of the parties shall, and shall cause their respective Affiliates to, provide to each other and to their respective officers, employees, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of all Business Records, Governmental Permits, Licenses, Leases, Contracts, insurance records and any other provision information existing as of the Closing Date and relating to the Business, the Purchased Assets or the Assumed Liabilities, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions contemplated by this Purchase Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior operations or activities relating to the then scheduled expiration date of Business or the Offer Purchased Assets and immediately before as otherwise may be necessary or desirable to enable the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), party requesting such assistance to: (i) and comply with any reporting, filing or other requirements imposed by any Governmental Body; (kii) on Annex A heretoassert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding, other than claims or allegations that one party to this Purchase Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Purchase Agreement. The President party requesting such information or assistance shall reimburse the other party for all reasonable out of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed pocket costs and expenses incurred by such officer party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(c) shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as the effect that party having custody or control thereof may impose to preserve the conditions to the Offer specified in the immediately preceding sentence have been satisfiedconfidentiality of information contained therein. (d) Prior Buyer shall preserve all Business Records, Licenses, Leases, Contracts and Governmental Permits for at least seven years after the Closing Date. After such seven-year period and at least 90 days prior to the execution planned destruction of any Business Records, Licenses, Leases, Contracts or Governmental Permits, Buyer shall notify Seller in writing and delivery of this Agreementshall make available to Seller, the Company shall have delivered upon its request, such Business Records, Licenses, Leases, Contracts and Governmental Permits. Buyer further agrees that, to the Purchaser extent Business Records, Licenses, Leases, Contracts or Governmental Permits are placed in storage, they will be indexed in such a copy of duly adopted resolutions manner as to make individual document retrieval possible in an expeditious manner. (e) Seller shall use its commercially reasonable efforts to deliver to Buyer a current, accurate survey of the Board approving Nebraska Property, and shall provide reasonable assistance to Buyer in order for Buyer to obtain, at Buyer's expense, a current title insurance commitment on the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the CompanyNebraska Property.

Access and Information. (a) Between The Sellers and the Company shall cause each Subsidiary of the Company to permit Buyer and its Representatives after the date of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the Effective TimeReal Property, subject to the Company’s reasonable rules and regulations, but not the right to perform any invasive or environmental testing or sampling or other “Phase II” investigations, provided that Buyer shall maintain and deliver evidence upon request to the Company will giveof adequate insurance before entering any Real Property and indemnify the Company for any physical damage to property caused by Buyer or Buyer’s Representatives in connection with such access by Buyer. Without limiting the generality of the foregoing, and shall direct its accountants and legal counsel to giveuntil the Closing or the earlier termination of this Agreement, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiariesSubsidiaries shall permit Buyer’s transition planning team reasonable on-site access to their offices during regular business hours for the purposes of meeting with their management, will permit developing an understanding of the foregoing decisions of such management and coordinating and planning the transition of the business and operations of the Company and its Subsidiaries consistent with applicable Legal Requirements. The Company shall furnish, or cause to make such reasonable inspections as they may require and will cause its officers promptly be furnished, to furnish Purchaser with (i) such Buyer any financial and operating data and other information with respect to the Company and its Subsidiaries, including without limitation continued access to the online data room (it being understood that Sellers and the Company shall have no obligation to continue to update such online data room), as Buyer shall from time to time reasonably request and shall maintain or cause to be maintained intact all electronic files and records to the Company and its Subsidiaries in the ordinary and usual course of business consistent with past practices. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 7.1, the Company, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or environmental reviews the written work plan for which had not been previously approved by the Company in its sole discretion, or possible waivers of any applicable attorney-client privileges; or (ii) in the event Buyer is in breach of this Agreement. It is further understood that the Company shall be under no obligation to grant Buyer or its representatives any access if such access would unreasonably interfere with the Company and properties its Subsidiaries’ operations, activities or employees, or if such access would, in the reasonable judgment of the Company, violate applicable antitrust, industrial security, patient privacy or similar laws. In an effort to prevent any interference or disruption caused by such access, the Company may, at its sole discretion, reasonably limit the number of individuals visiting its facilities. Buyer shall coordinate all such access with a Company employee who will be identified to Buyer promptly after the execution of this Agreement. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Company, which may not be unreasonably withheld, Buyer shall not contact any non-management employee, supplier to or customer of the Company and its subsidiaries Subsidiaries; provided that the identity of such suppliers and customers shall have been made available to Buyer and provided further that such restrictions shall not apply to any suppliers or customers with which Buyer has a relationship as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that so long as such contact is for informational purposes only relates solely to such current relationship and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedits Subsidiaries. (b) The Chief Financial Officer All information provided or obtained by Buyer heretofore or hereafter, including pursuant to clause (a) above, shall be held in confidence by Buyer in accordance with and subject to the terms of the Confidentiality Agreement, dated April 24, 2007, between Buyer and the Company shall deliver (the “Confidentiality Agreement”). The parties hereby agree that, notwithstanding anything to the Purchaser immediately before contrary contained in the close Confidentiality Agreement, the terms of business on the day which Confidentiality Agreement shall survive from the date hereof until the Closing and shall terminate at the Closing. The parties hereby further agree that, in the event this Agreement is six (6) business days terminated prior to Closing for any reason, the then-scheduled term of the Confidentiality Agreement shall be extended until the later of the original expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of two years after the expiration of the Offer. (c) Without limiting any other provision termination of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Prior to the Effective Time, Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent and its counsel, accountants, consultants and other authorized representatives full and complete access, during normal business hours, to the employees, properties, books and records of Company and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of Company and its Subsidiaries as they shall desire. Company shall, and shall cause its Subsidiaries to, use reasonable efforts to afford Parent and its authorized Representatives similar access to the customers and clients of Company and its Subsidiaries. Any such investigations shall not affect the representations and warranties made by Company in this Agreement. Prior to their filing, Company shall furnish as promptly as practicable to Parent a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it or any of its Subsidiaries after the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining pursuant to the requirements of federal or state securities Laws, The Nasdaq Stock Market or the PBCL. Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will shall cause its officers promptly and employees, and the officers and employees of its Subsidiaries, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish Purchaser with (i) such additional financial and operating data and other information with respect and respond to the business and properties of the Company and such inquiries as Parent, or its subsidiaries as Purchaser may representatives, from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedrequests. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution Effective Time, Company shall promptly provide Parent with copies of all monthly and delivery other interim financial statements of this AgreementCompany and/or any of its Subsidiaries as the same become available and shall cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of Parent. Company shall provide Parent with prompt written notice of any material change in the business or affairs of Company or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the Company shall have delivered threat of material litigation (including all litigation relating to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated therebyhereby), certified by the Secretary and Company shall keep Parent fully informed of the Companysuch events.

Access and Information. Upon reasonable notice, HCB and ---------------------- First Capital shall (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants cause their respective Subsidiaries to) afford to the other and legal counsel to give, Purchaser and its their respective authorized representatives (including, without limitation, directors, officers and employees of such party and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timesproperties, access as reasonably requested to all offices and other facilities personnel and to all contractssuch other information as either party may reasonably request and during such period, agreementseach of HCB and First Capital shall, commitmentsand shall cause their respective Subsidiaries to, books and records of or pertaining make available to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) party a copy of each material report, schedule schedule, registration statement and other document filed or received by the Company it during such period pursuant to the requirements of applicable federal securities laws or the NASDfederal or state banking laws; providedPROVIDED, howeverHOWEVER, that, between the date hereof that no investigation pursuant to this SECTION 4.3 shall affect or be deemed to modify any representation or warranty made herein. First Capital and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the CompanyHCB will not, and (ii) have access will cause their respective representatives not to, use any information obtained pursuant to the Company's offices and facilities; and, following the time of first acceptance of Shares this SECTION 4.3 for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or purpose unrelated to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver transactions contemplated by this Agreement. Subject to the Purchaser immediately before the close requirements of business on the day which is six (6) business days prior applicable law, each of First Capital and HCB will keep confidential, and will cause their respective representatives to the then-scheduled expiration date of the Offer keep confidential, all information and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by documents obtained pursuant to this SECTION 4.3 unless such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), information (i) and was already known to such party or an affiliate of such party, other than pursuant to a confidentiality agreement or other confidential relationship, (kii) on Annex A hereto. The President becomes available to such party or an affiliate of such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of the Company shall deliver to other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect event that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, is terminated or the transactions contemplated therebyby this Agreement shall otherwise fail to be consummated, certified by each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the Secretary of party that furnished the Companysame.

Access and Information. Upon reasonable notice, Seller shall (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct cause its accountants and legal counsel Subsidiaries to) afford to give, Purchaser Buyer and its respective authorized representatives (including, without limitation, directors, officers and employees of Buyer and its financial advisorsaffiliates and counsel, accountants and legal counselother professionals retained by Buyer) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), at all reasonable timescontracts, access as reasonably requested to all offices and other facilities properties, personnel, advisors and to all contracts, agreements, commitments, books and records of or pertaining such other information relating to the Company Seller and its subsidiaries, will Subsidiaries as Buyer may reasonably request and shall permit the foregoing Buyer and its authorized representatives to make such reasonable inspections copies thereof as they may require reasonably request; provided, however, that no investigation pursuant to this Section 5.03 shall affect or be deemed to modify any representation or warranty made herein. In furtherance, and not in limitation of the foregoing, Seller shall make available to Buyer all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Upon reasonable notice, Buyer shall (and shall cause its Subsidiaries to) provide to Seller and its representatives (including, without limitation, directors, officers and employees of Seller and its affiliates and counsel, accountants and other professionals retained by Seller) such books, records and such other information relating to Buyer and its Subsidiaries as Seller may reasonably request, but only to the extent such access and information is reasonably required for the preparation of Seller's Fairness Opinion, for Seller to determine Buyer's ability to perform its obligations under this Agreement or for inclusion in the Proxy Statement to be mailed to Seller's stockholders. Buyer and Seller will not, and will cause its officers promptly their respective representatives not to, use any information obtained pursuant to furnish Purchaser with (i) such financial and operating data and other information with respect this Section 5.03 for any purpose unrelated to the business and properties consummation of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received transactions contemplated by the Company pursuant this Agreement. Subject to the requirements of applicable securities laws law, Buyer and Seller will keep confidential, and will cause their respective representatives to keep confidential, all information and documents obtained pursuant to this Section 5.03 unless such information (i) was already known to such party or the NASD; providedan affiliate of such party, howeverother than pursuant to a confidentiality agreement or other confidential relationship, that(ii) becomes available to such party or an affiliate of such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon (iii) is disclosed with the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer other party or General Counsel, (iiv) contact any employee of is or becomes readily ascertainable from published information or trade sources. In the Company directly, provided event that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, is terminated or the transactions contemplated therebyby this Agreement shall otherwise fail to be consummated, certified by each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the Secretary of party that furnished the Companysame.

Access and Information. (a) Between Subject to Section 11.5 of this Agreement, from the date hereof until the earlier of the valid termination of this Agreement and the Effective TimeClosing, each of the Sellers and the Company will giveshall, and shall direct its accountants and legal counsel cause each of the Company Group Entities (to givethe extent under the control of such Seller) to, Purchaser provide Buyer and its respective authorized representatives Representatives with reasonable access (including, without limitation, its financial advisors, accountants at Buyer’s sole cost and legal counselexpense), at all reasonable timesduring normal business hours, access as reasonably requested to all offices and other facilities and to all contractsthe officers, agreementsemployees, commitmentsproperties, assets, books and records of or pertaining relating to the Company and its subsidiaries, will permit Group Entities as Buyer shall reasonably request from time to time; provided that the Sellers or the Company Group Entities may restrict the foregoing access to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with the extent required by applicable Law or if the Sellers or the Company Group Entities reasonably believe in good faith that the information requested by Buyer (i) is subject to confidentiality obligations of a Company Group Entity to third parties pursuant to a Contract or the disclosure of such financial information would result in the loss of attorney-client privilege (but Sellers and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time Group Entities shall use their respective commercially reasonable efforts to time reasonably request, and allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege) or (ii) a copy of each material report, schedule and other document filed or primarily relates to bids received by the Company pursuant from others prior to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and information and analysis (including financial analysis) relating to such bids; provided, further, that in the time exercise of first acceptance of Shares for payment under the Offerforegoing rights, Purchaser mayBuyer shall not, upon the prior written approval (which and shall not be unreasonably withheld or delayedpermit its Representatives to, (x) unduly interfere with the operation and conduct of the Company's Chief Executive OfficerBusiness or conduct any sampling, Chief Financial Officer testing, analysis or General Counselintrusive investigation of any air, soil, soil gas, surface water, groundwater, building materials, or other environmental media on Leased Real Property or (iy) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities prior to the CompanyClosing, and (ii) have access use any information obtained pursuant to the Company's offices and facilities; and, following the time of first acceptance of Shares this Section 6.2 for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company competitive or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or other purpose unrelated to the consummation of the Offer have not been satisfiedtransactions contemplated hereby. All information received pursuant to this Section 6.2(a) shall be governed by the terms of the Confidentiality Agreement. (b) The Chief Financial Officer Buyer shall not, and shall not permit its Representatives to, contact or otherwise communicate with the customers or suppliers of any of the Company shall deliver Group Entities regarding the transactions contemplated hereby unless, in each instance, approved in writing in advance by Sellers’ Representative or the Company. Notwithstanding anything to the Purchaser immediately before contrary herein, nothing herein shall restrict Buyer or any of its Affiliates or Representatives from conducting their respective businesses in the close ordinary course, including, but not limited to, contacting or otherwise communicating in the ordinary course and consistent with past practice with existing customers, suppliers or distributors or other Persons party to existing relationships with Buyer or any of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerits Affiliates or Representatives. (c) Without limiting During the seven (7)-year period beginning on the Closing Date, Buyer shall use reasonable best efforts not to dispose, or permit the disposal, of any other provision of this Agreementaccounting, from time to time during the Offer upon the request financial or tax books and records of the Purchaser, immediately before the close of business on the day which is six (6) business days Company Group Entities relating to periods prior to the then scheduled expiration date of Closing Date without giving reasonable prior written notice to Sellers’ Representative and offering to deliver the Offer same to Sellers’ Representative at Sellers’ expense in proportion to their respective Seller Percentages, and, to the extent reasonably requested in writing by Sellers’ Representative to Buyer during such period, Sellers’ Representative shall be granted by ▇▇▇▇▇ and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally Group Entities reasonable access (at Sellers’ cost and in writing as expense) to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of such information during normal business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedhours. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement hereof and the Effective TimeClosing, the Company Sellers shall cause each LLC and Partnership in which such Sellers hold an Ownership Interest to give to representatives of Purchasers reasonable access during normal business hours to each LLC's and Partnership's premises, books, accounts and records and all other relevant documents and will givemake available, and shall direct its use their reasonable efforts to cause their accountants and legal counsel to give, Purchaser and its respective authorized other representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make available, copies of all such reasonable inspections as they may require documents and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries each such LLC or Partnership as Purchaser representatives of Purchasers may from time to time reasonably request, and (ii) a copy of all in such manner as to not unduly disrupt each material report, schedule and other document filed LLC's or received by the Company pursuant to the requirements of applicable securities laws or the NASDPartnership's normal business activities; provided, however, thatthat no disclosure shall be required which would result in a violation of any obligation of confidentiality or the loss of the attorney-client privilege with respect to any matter. Such access shall include consultations with the employees of each such LLC. During the period from the date hereof to the Closing, between the Managers shall confer on a regular and reasonable basis with one or more representatives of Purchasers to report material operational matters of each Center and to report the general status of ongoing operations of the center. Each Manager shall notify the Purchasers of any Material Adverse Change to each LLC (or to such LLC's Applicable Partnership) after the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date Closing and of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed any written notice received by such officer which sets forth Manager of any governmental complaints, investigations or hearings or adjudicatory proceedings (or communications indicating that the anticipated number same may be contemplated) or of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision matter which may be material to such Manager, any LLC or any Partnership and shall keep the Purchasers reasonably informed of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedevents. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), Trade Secrets and contractual confidentiality obligations (provided that the Company will giveSeller Parties shall, and shall direct its accountants and legal counsel cause ISP to, use commercially reasonable efforts to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counselobtain a waiver of any such contractual confidentiality obligations if requested by Buyer), at all upon reasonable timesprior notice, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with Seller Parties shall (i) afford Buyer, and its representatives, reasonable access, during normal business hours, to the Books and Records, Contracts, Governmental Authorizations and the offices and properties of the Companies, (ii) furnish to Buyer such additional financial and operating data and other information with respect to regarding the business and properties of the Company and its subsidiaries Companies as Purchaser Buyer may from time to time reasonably request, request and (iiiii) a copy of each material report, schedule and other document filed or received by make reasonably available to Buyer the Company pursuant to the requirements of applicable securities laws or the NASDEmployees ; provided, however, thatthat the reasonableness of such access and requests shall be determined by taking into account, between among other considerations, the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) competitive positions of the Company's Chief Executive Officerparties; provided, Chief Financial Officer or General Counselfurther, that such investigation shall (i) contact any employee be under the supervision of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, Seller Parties’ designated personnel or representatives and (ii) have access be in such a manner as not to unreasonably interfere with any of the Company's offices businesses or operations of the Seller Parties or their respective Affiliates (including the Companies); provided, further, that all requests for information made pursuant to this Section 5.1(a) shall be directed to such Person or Persons as may be designated by Sellers’ Representative, and facilitiesBuyer shall not directly or indirectly contact any officer, director, employee, agent or representative of the Seller Parties, any Company or any of their respective Affiliates without the prior approval of such designated Person(s); andand provided, following further, that the time auditors and independent accountants of first acceptance of Shares for payment under the Offer, Purchaser Seller Parties or their respective Affiliates (including the Companies) shall not be restricted obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in any manner in contacting employees of the Company form and substance reasonably acceptable to such auditors or in accessing the Company's offices and facilitiesindependent accountants. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified If so reasonably requested by the Secretary Seller Parties, Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Seller Parties or their respective Affiliates with respect to any information to be provided to Buyer pursuant to this Section 5.1(a). Buyer shall reimburse the Seller Parties promptly for any reasonable out-of-pocket expenses incurred by the Seller Parties and their respective Affiliates in complying with any request by or on behalf of the CompanyBuyer in connection with this Section 5.1(a).

Access and Information. Prior to the Closing, the Purchaser shall be entitled to make or cause to be made such investigation of the Companies, and the financial and legal condition thereof, as the Purchaser deems necessary or advisable, and the Company and the Counsel Entities shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall (a) Between permit the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized agents and representatives or cause them to be permitted to have full and complete access to the premises, operating systems, computer systems (including, without limitation, its financial advisors, accountants hardware and legal counsel), at all reasonable times, access as reasonably requested to all offices software) and other facilities and to all contracts, agreements, commitments, books and records of the Companies upon reasonable notice during regular business hours, (b) furnish or pertaining cause to be furnished to the Purchaser such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Companies and the Businesses as the Purchaser shall request from time to time and (c) cause the Accountants to furnish to the Purchaser and its accountants access to all work papers relating to any of the periods covered by the Financial Statements. Prior to the Closing, the Purchaser shall not use any information provided to it in confidence for any purpose unrelated to the Transaction Agreements. The Counsel Entities and the Company shall not use any information provided to them in confidence by the Purchaser for any purposes unrelated to the Transaction Agreements. Except with respect to publicly available documents, in the event that this Agreement is terminated, (a) the Purchaser will deliver to the Company all documents obtained by it from the Companies or the Counsel Entities in confidence and any copies thereof in the possession of the Purchaser or its agents and representatives or, at the option of the Purchaser, the Purchaser shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company and its subsidiaries, the Counsel Entities and (b) the Counsel Entities and the Company will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect deliver to the business Purchaser all documents obtained by them from the Purchaser in confidence and properties any copies thereof in the possession of the Company and/or either of the Counsel Entities or their agents and representatives or, at the option of the Company and its subsidiaries as Purchaser may from time the Counsel Entities, the Company and the Counsel Entities shall cause all of such documents and all of such copies to time reasonably request, be destroyed and (ii) a copy of each material report, schedule and other document filed or received shall certify the destruction thereof to the Purchaser. No investigation by the Company pursuant to the requirements of applicable securities laws Purchaser heretofore or the NASD; provided, however, that, between the date hereof hereafter made shall modify or otherwise affect (a) any representations and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees warranties of the Company or in accessing the Company's offices and facilities. No Counsel Entities made pursuant to this Agreement, which shall survive any such accessinvestigation, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President obligation of the Company shall deliver Purchaser to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, consummate the transactions contemplated therebyhereby, certified by provided that the Secretary Purchaser shall promptly notify the Counsel Entities in writing of any facts and circumstances of which it obtains knowledge prior to the CompanyClosing that indicate that any such representations and warranties are inaccurate in any material respect (except for any representation and warranty which is qualified hereunder as to materiality, as to which such notification shall be given if the Purchaser obtains knowledge that such representation and warranty is inaccurate in any respect); failure to comply with this notification obligation with respect to particular facts and circumstances shall preclude the Purchaser from relying upon such facts and circumstances in bringing any action hereunder for indemnification.

Access and Information. (a) Between During the period from the date of this Agreement and to the Effective TimeClosing, except to the Company will giveextent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the other parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, or as would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and shall direct its accountants subject to the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (and legal counsel will cause the Transferred Subsidiaries to give, Purchaser permit) Representatives of LMC to have reasonable access during normal business hours and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all upon reasonable times, access as reasonably requested notice to all offices and other facilities and to all contractspremises, agreementsproperties, personnel, books, records, Contracts, commitments, books reports of examination, and records documents of or pertaining to the Company Transferred Business, and its subsidiaries, will permit the foregoing reasonable opportunity upon prior notice and consultation with Parent to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser communicate with (i) such financial and operating data and other information with respect to the business and properties employees of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and Transferred Business (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof provided that Parent and the time of first acceptance of Shares Transferred Subsidiaries shall have the right to be present by representative for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact all such contacts between LMC and any employee of the Company directlyTransferred Business, provided that whether in person, telephonic or otherwise), except with respect to DTV, as may be necessary to permit LMC to, at its sole expense, make, or cause to be made, such contact is for informational purposes only and does not unreasonably interfere investigations thereof as are reasonably necessary in connection with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Transactions, and Parent shall (band shall cause the Transferred Subsidiaries to) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business reasonably cooperate with any such investigations; provided that Parent's designees on the day which is six (6) business days prior Board of Directors of DTV, subject to their fiduciary duties to DTV and its stockholders, shall take no action to interfere with the then-scheduled expiration date investigation of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed DTV by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting LMC. No information or knowledge obtained in any other provision of investigation pursuant to this Agreement, from time Section 6.1 or otherwise shall affect or be deemed to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior modify any representation or warranty contained herein or delivered pursuant hereto or to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of modify the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President obligations of the Company shall deliver parties hereto to consummate the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedTransactions. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between From the date of this Agreement and through the Effective TimeClosing Date, the Company will giveshall, and shall direct cause its accountants subsidiaries to, (i) afford to Newfield companies and their officers, directors, employees, accountants, consultants, legal counsel counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, to givethe officers, Purchaser employees, accountants, agents, properties, offices and other facilities of the Company and its respective authorized representatives subsidiaries and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including, without limitation, its financial advisorsfinancial, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices operating and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect information) as may be reasonably requested, from time to time, by Acquiror or the business and properties Acquiror Representatives, in each case for the purpose of conducting an investigation of the affairs of the Company and its subsidiaries as Purchaser may from time to time reasonably requestin connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing provisions of this Section 7.02, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld required to grant access or delayed) furnish information to the Acquiror Representatives to the extent that such access or the furnishing of such information is prohibited by any Law or contract. Acquiror's investigation shall be conducted, to the extent reasonably practicable, in a manner that minimizes any significant interference with the normal operations of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer Acquiror shall, and shall direct and use all reasonable efforts to cause the other Acquiror Representatives to, hold in confidence and not disclose (except to Acquiror Representatives or as required by applicable law, court order or the applicable rules of a stock exchange) all nonpublic information received from the Company or its representatives in connection with the transactions contemplated by this Agreement until the earlier of (i) the Closing, (ii) three years after the termination of this Agreement or (iii) such time as such information is otherwise publicly available, and, if this Agreement is terminated, Acquiror shall, and shall direct and use all reasonable efforts to cause the other Acquiror Representatives to, either destroy or deliver to the Company all documents, work papers and other materials (including copies) provided or based upon information provided by the Company or its representatives in connection with the transactions contemplated by this Agreement. In addition, from and after the Closing until the earlier of three years after the Closing or such time as such information is otherwise publicly available, Acquiror shall, and shall direct and use all reasonable efforts to cause the other Acquiror Representatives to, hold in confidence and not disclose (except as required by applicable law, court order or the applicable rules of a stock exchange) all nonpublic information regarding the members of the Company shall deliver to and agreements between the Purchaser immediately before Company and its members received from the close of business on Company or its representatives in connection with the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed transactions contemplated by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerthis Agreement. (c) Without limiting any The Company shall, shall cause its subsidiaries to and shall direct and use all reasonable efforts to cause its and their officers, managers, directors, members, shareholders, employees, accountants, consultants, legal counsel, agents and other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six representatives (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offercollectively, the "Company shall inform Purchaser orally Representatives") to, hold in confidence and in writing not disclose (except to other Company Representatives, as to the then-current status necessary or appropriate for purposes of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) tax returns and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.governmental

Access and Information. (a) Between During the period from the date of this Agreement through the Effective Time, (i) the Company shall, and shall cause its Subsidiaries to, afford Sterling and its accountants, counsel and other representatives full access during normal business hours to the properties, books, contracts, Tax Returns, Reports, commitments and records of the Company and its Subsidiaries at any time, and from time to time, for the purpose of conducting any review or investigation reasonably related to this Agreement or the Merger, and the Company and its Subsidiaries will cooperate fully with all such reviews and investigations provided that Sterling provides the Company with reasonable notice of Sterling's on-site visits and that Sterling does not unreasonably interfere with the business operations of the Company during the course of such visits, and (ii) Sterling shall upon reasonable notice make personnel and copies of its SEC reports and other information reasonably related to Sterling's operations or financial performance available to the Company and its advisors for purposes of any review or report to the Company Board in evaluating the Merger. (b) During the period from the date of this Agreement through the Effective Time, the Company will give, and shall direct its accountants and legal counsel furnish to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with Sterling (i) such financial and operating data and other information with respect to all Reports which are filed after the business and properties of date hereof promptly upon the Company and its subsidiaries as Purchaser may from time to time reasonably requestfiling thereof, and (ii) a copy of each material reportTax Return filed by it after the date hereof, schedule and (iii) monthly and other document filed or received interim financial statements in the form prepared by the Company pursuant to the requirements of applicable securities laws or the NASD; providedfor its internal use. During this period, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to shall notify Sterling promptly of any material change in the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees Condition of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing any of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offerits Subsidiaries. (c) Without limiting any other provision Notwithstanding the foregoing provisions of this AgreementSection 8.01, from time to time during no investigation by any party hereto made heretofore or hereafter shall affect the Offer upon the request representations and warranties of the Purchaser, immediately before the close of business on the day other parties which is six (6) business days prior to the then scheduled expiration date of the Offer are contained herein and immediately before the close of business on the expiration date of the Offer, the Company each such representation and warranty shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by survive such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedinvestigation. (d) Prior Sterling agrees that it will keep confidential any information furnished to it by the Company in connection with the transactions contemplated by this Agreement which is reasonably designated as confidential at the time of delivery, except to the execution extent that such information (i) was already known to Sterling and delivery was received from a source other than the Company or any of its Subsidiaries, directors, officers, employees or agents, (ii) thereafter was lawfully obtained from another source or was publicly disclosed by the Company or its agent or representative, or (iii) is required to be disclosed to any Regulatory Authority, or is otherwise required to be disclosed by law. Sterling agrees not to use such confidential information, and to implement safeguards and procedures that are reasonably designed to prevent such confidential information from being used, for any purpose other than in connection with the transactions contemplated by this Agreement. Upon any termination of this Agreement, Sterling will return to the Company or will destroy all documents furnished Sterling for its review and all copies of such documents made by Sterling. The Company agrees to keep confidential, in accordance with the provisions of this clause (d), any information furnished to it by Sterling in connection with transactions contemplated by this Agreement that is reasonably designated as confidential at the time of delivery. (e) The Company shall cooperate, and shall cause its Subsidiaries, accountants, counsel and other representatives to cooperate, with Sterling and its accountants, counsel and other representatives, in connection with the preparation by Sterling of any applications and documents required to obtain the Approvals which cooperation shall include providing all information, documents and appropriate representations as may be necessary in connection therewith and, when requested by Sterling, preparing and filing regulatory applications. (f) From and after the date of this Agreement, each of Sterling and the Company shall have delivered use reasonable commercial efforts to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of satisfy or cause to be satisfied all conditions to their respective obligations under this Agreement. While this Agreement and is in effect, neither Sterling nor the other agreements contemplated hereby andCompany shall take any actions, or omit to take any actions, which would cause this Agreement to become unenforceable in each case, the transactions contemplated thereby, certified by the Secretary of the Companyaccordance with its terms.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 13.1 or the Second Closing (the “Interim Period”), upon reasonable advance written notice from Purchaser, the Company will giveprovide, and shall direct use its accountants and legal counsel commercially reasonable efforts to givecause its Representatives to provide, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel)Representatives reasonable access, at all reasonable timesPurchaser’s expense, access as reasonably requested to all offices and other facilities and to all contractsduring normal business hours, agreements, commitments, books and records under the supervision of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties personnel of the Company or its Representatives, and its subsidiaries in such a manner as not to unreasonably interfere with the normal operations of the business of the Target Companies, to (a) such materials and information about the Target Companies as Purchaser may from time to time reasonably request, and (iib) a copy specified members of each material reportmanagement of the Target Companies as the Purchaser may reasonably request. Notwithstanding the foregoing, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall will not be unreasonably withheld required to disclose any information to Purchaser or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, its Representatives if such disclosure would be reasonably likely to (i) contact jeopardize any employee of the Company directlyattorney-client or other legal privilege, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and or (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in contravene any manner in contacting employees of the Company applicable Law or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedContract. (b) The Chief Financial Officer of During the Company shall deliver to Interim Period, upon reasonable advance written notice from the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the OfferCompany, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before Pubco and the close of business on the day which is six (6) business days prior Merger Subs will provide, and use its commercially reasonable efforts to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offercause its Representatives to provide, the Company shall inform and its Representatives reasonable access, at the Company’s expense, during normal business hours, under the supervision of personnel of Purchaser orally or its Representatives, and in writing such a manner as not to unreasonably interfere with the normal operations of the business of Purchaser, to (a) such materials and information about Purchaser, Pubco and the Merger Subs as the Company may reasonably request, and (b) specified members of management of Purchaser, Pubco and the Merger Subs as the Company may reasonably request. Notwithstanding the foregoing, Purchaser will not be required to disclose any information to the then-current status of satisfaction of the conditions Company or its Representatives if such disclosure would be reasonably likely to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and jeopardize any attorney-client or other legal privilege, or (kii) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedcontravene any applicable Law or Contract. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Upon reasonable prior notice and subject to Applicable Law relating to the date exchange of this Agreement and the Effective Timeinformation, the Company will giveshall, and shall direct its accountants and legal counsel cause the Company Subsidiaries to, afford to give, Purchaser Holdco and its respective authorized representatives (includingRepresentatives reasonable access during normal business hours and upon reasonable prior notice and without undue disruption of normal business activity to the books, without limitationrecords, its financial advisors, accountants personnel and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers furnish reasonably promptly to furnish Purchaser with (i) Holdco such financial information concerning the business, properties, contracts, assets, and operating data liabilities and other information with respect to the business and properties aspects of the Company and its subsidiaries Subsidiaries as Purchaser Holdco or its Representatives may from time to time reasonably request; provided that (i) the Company and the Company Subsidiaries shall not be obligated to provide access to (A) any information that, in the reasonable judgment of the Company, would result in the loss of attorney-client or other privilege with respect to such information, (B) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party, (C) any information that, in the reasonable judgment of the Company, would violate any Applicable Law or any request or requirement of any Governmental Entity, or may cause significant harm to the Company or its Subsidiaries if the Merger were not consummated, (D) any documents prepared in connection with the consideration of an Alternative Transaction Proposal or (E) materials prepared in connection with the Company Board’s consideration of the Merger (unless otherwise required to be furnished pursuant to this Agreement or Applicable Law) (it being agreed that, in the event that the restrictions of this clause (i) apply, the Company and the Company Subsidiaries shall provide Holdco with a reasonably detailed description of the information not provided and the Company and Holdco shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Holdco to evaluate any such information without violating the applicable privilege or breaching the Company’s obligation to any third party), (ii) no investigation pursuant to this Section 8.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger and the other transactions contemplated by this Agreement, and (iiiii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which Company Subsidiaries shall not be unreasonably withheld required to conduct, or delayed) permit Holdco or any of the Company's Chief Executive Officerits Representative to conduct, Chief Financial Officer any environmental investigation or General CounselTable of Contents sampling of soil, (i) contact air, surface water, building material, groundwater or other environmental media relating to any employee of the Company directly, provided Leased Property. Holdco agrees that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companyit will not, and (ii) have access will cause its Representatives not to, use any information obtained pursuant to the Company's offices and facilities; and, following the time of first acceptance of Shares this Section 8.1 for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company competitive or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or other purpose unrelated to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer Merger. Without limiting the generality of the foregoing, Holdco shall schedule and coordinate all inspections with the Company and shall deliver to give the Purchaser immediately before the close of business on the day which is six Company at least three (63) business days Business Days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed written notice thereof. Except as otherwise expressly permitted or contemplated by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time each party shall continue to time during abide by the Offer upon the request terms of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Mutual Nondisclosure Agreement between GL Capital Management GP Limited and the other agreements contemplated hereby andCompany, in each casedated October 23, 2015 (the transactions contemplated thereby, certified by the Secretary of the Company“Confidentiality Agreement”).

Access and Information. (a) Between Subject to Section 6.4 and applicable Law, from the date of this Agreement and until the Effective TimeClosing or earlier termination of this Agreement pursuant to Article IX hereof, the Company will giveSeller shall, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to cause the Company and the Company Subsidiaries to, afford to Buyer and its subsidiaries, will permit Representatives access reasonably necessary for Buyer to perform its obligations under this Agreement at reasonable times during normal business hours under supervision of the foregoing Company’s or the applicable Company Subsidiary’s personnel to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time the Company Subsidiaries and to time reasonably requestthe books and records thereof, and (ii) a copy specified members of each material report, schedule and other document filed or received by management of the Company and the Company Subsidiaries as the parties may reasonably agree; provided that all requests for access pursuant to the requirements of applicable securities laws this Section 6.3 shall be made in writing and shall be directed to and coordinated with such persons as Seller may direct in writing (or the NASDsuch person or persons as he may designate in writing to Buyer); provided, howeverfurther, thatthat any such access shall be conducted at a reasonable time during ordinary business hours, between upon reasonable advance notice to Seller, and without undue disruption to the date hereof business operations of the Company and the time of first acceptance of Shares for payment under Company Subsidiaries. Notwithstanding anything to the Offercontrary contained herein, Purchaser mayneither Seller, upon the prior written approval (which Company nor any Company Subsidiary shall not be unreasonably withheld required to disclose to Buyer or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, Buyer’s Representatives any information (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companyextent related to the sale process or Seller’s evaluation thereof, including projections and financial or other information related thereto, other than projections and financial or other information prepared in the ordinary course of business and not prepared for the sale process, (ii) have access if doing so presents a reasonable risk of violating any contract to the Company's offices and facilities; andwhich Seller, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections any Company Subsidiary is a party or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability Law to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the OfferSeller, the Company shall inform Purchaser orally and or any Company Subsidiary is subject or which Seller believes in writing as to good faith (upon the then-current status advice of satisfaction counsel) would result in a loss of the conditions ability to the Offer described in paragraphs (c)successfully assert a claim of privilege, (e)(ii), (f), (g), (iiii) and (k) on Annex A hereto. The President of the Company shall deliver reasonably pertinent to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified any Litigation in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreementwhich Seller, the Company shall have delivered to or any Company Subsidiary, on the Purchaser a copy one hand, and Buyer or any of duly adopted resolutions of the Board approving the executionits Subsidiaries or Affiliates, delivery and performance of this Agreement and on the other agreements contemplated hereby andhand, in each caseare adverse parties, or (iv) that Seller, the transactions contemplated thereby, certified by the Secretary of the CompanyCompany or any Company Subsidiary reasonably determines in good faith is competitively sensitive.

Access and Information. (a) Between From the date hereof until the Closing, subject to any applicable Law, Parent, in its reasonable discretion and to the extent not disruptive to the employees of this Agreement the Target Companies, Target Business and the Effective Timesenior management of the Target Companies, the Company will giveshall, and shall direct cause its accountants and legal counsel to giveAffiliates to, afford Purchaser and its respective authorized representatives (includingAffiliates, without limitationsubject to any contractual restrictions, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during normal business hours upon reasonable advance notice to all offices and other facilities and to all contracts, agreements, commitments, the books and records of or pertaining the Target Business and senior management of the Target Companies and their respective agents and auditors, in each case, to the Company extent reasonably required by Purchaser to ensure an orderly and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties efficient transition of the Company Target Business to Purchaser (including meetings in connection with talent identification and its subsidiaries as Purchaser may from time interviews with key employees), to time reasonably request, prepare for the Closing and (ii) a copy of each material report, schedule and other document filed or received by to facilitate the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described Closing under Article VI; provided, however, that in paragraphs (c), (e)(ii), (f), (g), no event shall Purchaser have access to any information (i) and (k) on Annex A hereto. The President that relates solely to any portion of the Company shall deliver business of Parent or its Affiliates that is not being transferred pursuant to this Agreement or (ii) in Parent’s reasonable determination, the Purchaser promptly following the close disclosure of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified which would violate applicable Law, or could result in the immediately preceding sentence have been satisfiedwaiver of any legal privilege. In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. (db) Prior Following the Closing, to the execution extent permitted by applicable Law, Purchaser agrees to provide (or cause its Affiliates to provide) Parent with all necessary access to all books and delivery of this Agreement, the Company shall have delivered records and other documents that it acquires pursuant to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby andto its assets, properties and Representatives, in each case, to the transactions contemplated therebyextent that such access is reasonably required by Parent or any of its Affiliates, certified by (i) to prepare financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Secretary Closing Date, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of the CompanyTarget Companies prior to the Closing, or (iv) SC1:3314648.6 in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Parent have access to any information the disclosure of which, based on advice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would violate applicable Law or could result in the waiver of any legal privilege. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Parent delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Purchaser. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates acquire pursuant to this Agreement for at least eight years following the Closing Date (or longer if required by applicable Law).

Access and Information. (a) Between Until the date Closing, subject only to applicable rules and regulations of this Agreement the FCC and provided that Buyer shall agree to be bound by any confidentiality provisions of the Effective TimeMaterial Contracts, the Company shall, at the sole cost and expense of Buyer, afford to Buyer and its representatives (including accountants and counsel) reasonable access, in each case, during normal business hours, upon reasonable prior notice and in such manner as will givenot unreasonably interfere with the conduct of the business of the Company or any of its subsidiaries, to all properties, books, records, and Tax Returns of the Company and each of its subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of Buyer, to make copies of such books, records, and other documents and to discuss the business of the Company and each of its subsidiaries with such officers, directors, and counsel for the Company as Buyer deems reasonably necessary for the purposes of familiarizing itself with the Company, each of its subsidiaries and the Stations, including the right to visit the Stations; provided that such Station visits shall direct be scheduled at least five (5) Business Days in advance and shall be conducted in a manner intended to minimize the disruption to the operations of such Station; provided, further, that Buyer shall not contact any Station personnel regarding the transactions contemplated by this Agreement without the express prior consent of the Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement until such time as the transactions contemplated by this Agreement have been consummated at the Closing. In furtherance of and subject to the foregoing, at the sole cost and expense of Buyer, the Company shall authorize and request its independent public accountants to meet with Buyer and its representatives, including Buyer's independent public accountants, to discuss the business and accounts of the Company and its subsidiaries and request its independent public accountants to make available (with the opportunity to make copies at the sole cost and expense of Buyer) to Buyer and its representatives, including its independent public accountants, all the work papers of its accountants related to their audit of the consolidated financial statements and legal counsel to give, Purchaser Tax Returns of the Company and its respective authorized representatives subsidiaries. (includingb) Within 30 days after the end of each calendar month, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested the Company shall deliver to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to Buyer for the Company and its subsidiaries, will permit taken as a whole, monthly operating statements (in a form consistent with the foregoing monthly operating statements previously supplied to make such reasonable inspections as they may require Buyer) prepared in the ordinary course of business for internal purposes. In addition, within 45 days after the end of each calendar quarter, the Company shall deliver to Buyer quarterly statements prepared in the ordinary course for internal purposes containing a listing of all trade and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties barter agreements of the Company and its subsidiaries Stations showing the status of all such agreements as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee end of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the quarter. The Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer a subsidiary of the Company shall deliver to Buyer the Purchaser immediately before rating books for the close Stations promptly following receipt of business on the day which is six (6) business days prior same by any officer or director of the Company. In addition, promptly following the distribution to the then-scheduled expiration date of Company by the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the OfferStations, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction will provide Buyer with copies of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedStations' weekly sales pacing reports. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. The Sellers (a) Between shall permit the Buyer and its representatives (including, for purposes of this Section 5.4, prospective lenders), after the date of execution of this Agreement and prior to the Effective TimeClosing Date, to have reasonable access, during regular business hours and upon reasonable advance notice, to the Company will giveoffices, and shall direct its accountants and legal counsel to giveplants, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentsproperties, books and records records, personnel, counsel and auditors of AIG, (b) shall furnish, or pertaining cause to be furnished, to the Company and Buyer or its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such representatives any financial and operating data and other information with respect to the business and properties of AIG as the Company and Buyer or its subsidiaries as Purchaser may representatives shall from time to time reasonably request, request for the purpose of verifying the representations and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) warranties of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only Sellers hereunder and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreementshall cause its auditors to permit the Buyer and its representatives to examine their records and working papers to the extent such records and papers pertain to the Business; PROVIDED, from time to time during HOWEVER, that no investigation by the Offer upon Buyer or its representatives shall affect or limit the request scope of the Purchaser, immediately before Sellers' representations and warranties herein or limit the close Sellers' liability for any breach of business on such representations and warranties. In the day which is six (6) business days prior to the then scheduled expiration date event of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery termination of this Agreement, the Company Buyer shall have delivered (i) promptly deliver to the Purchaser Sellers all documents containing confidential information obtained by the Buyer from the Sellers, AIG or their representatives and (ii) certify to the Sellers that the Buyer has destroyed, or caused to be destroyed, documents, work papers and other material generated by the Buyer reflecting confidential information obtained from the Sellers, AIG or their representatives as a copy of duly adopted resolutions of the Board approving the execution, delivery and performance result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The Buyer shall at all times prior to the Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the use of, such documents, work papers and other agreements materials in its business or in any other manner or for any other purpose except as contemplated hereby and, in each case, and except for any such information that is now or hereafter becomes available to the transactions contemplated thereby, certified by the Secretary public through no fault of the CompanyBuyer or its representatives or was in fact known to the Buyer prior to its disclosure hereunder as evidenced by written records.

Access and Information. (a) Between From the date hereof until the Closing, subject to any applicable Law, Parent, in its reasonable discretion and to the extent not disruptive to the employees of this Agreement the Target Company, the Target Business and the Effective Timesenior management of the Target Company, the Company will giveshall, and shall direct cause its accountants and legal counsel to giveAffiliates to, afford Purchaser and its respective authorized representatives (includingAffiliates, without limitationsubject to any contractual restrictions, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during normal business hours upon reasonable advance notice to all offices and other facilities and to all contracts, agreements, commitments, the books and records of or pertaining to the Target Business and senior management of the Target Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require agents and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect auditors to the business extent reasonably required by Purchaser to ensure an orderly and properties efficient transition of the Company and its subsidiaries as Purchaser may from time Target Business to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before to prepare for the close of business on Closing and to facilitate the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described Closing under Article VI; provided, however, that in paragraphs (c), (e)(ii), (f), (g), no event shall Purchaser have access to any information (i) and (k) on Annex A hereto. The President that relates to any portion of the Company shall deliver business of Parent or its Affiliates that is not being transferred pursuant to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and(including any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the transactions contemplated therebyTarget Company) or (ii) in Parent’s reasonable determination, certified the disclosure of which could be reasonably expected to affect any legal privilege or result in (A) the disclosure of any trade secrets, (B) the violation of any obligations of Parent or Parent’s Affiliates with respect to confidentiality if Parent or Parent’s Affiliates shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (C) the violation of applicable Law. In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity undertakings reasonably satisfactory to Parent. Notwithstanding anything to the contrary herein, the auditors and independent accountants of Parent or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. Notwithstanding anything to the contrary herein, neither Parent nor any of its Affiliates shall be required to disclose to Purchaser or any Representative of Purchaser any consolidated, combined, affiliated or unitary tax return which includes Parent or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Target Company. (b) Following the Closing, to the extent permitted by applicable Law, Purchaser agrees to provide (or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents (including, for the Secretary avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) that it acquires pursuant to this Agreement and to its assets, properties and Representatives, in each case, to the extent that such access is reasonably required by Parent, its Affiliates or the Parent Shareholders, (i) to prepare financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Closing Date, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of the CompanyTarget Company prior to the Closing, or (iv) in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its Representatives agreeing to maintain the confidentiality of such information (except in the case of information required to prepare Tax filings or regulatory filings of Parent in respect of periods ending on or prior to the Closing Date); provided, however, that in no event shall Parent have access to any information the disclosure of which, based on advice of Purchaser’s counsel, or in Purchaser’s reasonable determination, would violate applicable Law or could destroy any legal privilege. In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Purchaser shall make such information available if Parent delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Purchaser. Notwithstanding anything to the contrary herein, the auditors and independent accountants of Purchaser or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates acquire pursuant to this Agreement for at least six (6) years following the Closing Date (or longer if required by applicable Law, including, in the case of books and records and other documents that relate to Tax matters, until the statutory period of limitations for assessing Taxes with respect to the Tax matters to which such books and records and other documents relate expires); provided that after such six-year (or other) period, Purchaser shall use its reasonable best efforts to provide Parent with at least ninety (90) days’ written notice prior to destroying or disposing of any such books, records and other documents, at which time and at the option and expense of Parent, Purchaser shall deliver such books, data, files, information, records, documents, correspondence and other materials to Parent.

Access and Information. (a) Between During the period from the date of this Agreement and continuing until the Effective Timeearlier of the termination of this Agreement in accordance with Section 8.1 or the Second Closing (the “Interim Period”), upon reasonable advance written notice from Purchaser, the Company will giveprovide, and shall direct use its accountants and legal counsel commercially reasonable efforts to givecause its Representatives to provide, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel)Representatives with reasonable access, at all reasonable timesPurchaser’s sole expense, access as reasonably requested to all offices and other facilities and to all contractsduring normal business hours, agreements, commitments, books and records under the supervision of or pertaining to personnel of the Company or its Representatives, and its subsidiariesin such a manner as not to unreasonably interfere with the normal operations of the business of the Target Companies, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial materials and operating data and other information with respect to about the business and properties of the Company and its subsidiaries Target Companies as Purchaser may from time to time reasonably request, and (ii) a copy specified members of management of the Target Companies as Purchaser may reasonably request, in each material reportcase solely for purposes of consummating the Transactions. Notwithstanding the foregoing, schedule and other document filed or received by the Company pursuant will not be required to disclose any information to Purchaser or its Representatives if such disclosure would (x) in the requirements judgment of legal counsel of the Company, be reasonably likely to jeopardize any attorney-client or other legal privilege, or (y) contravene any applicable securities laws Law, it being agreed that the Parties shall use reasonable efforts to make alternative arrangements for such disclosure in a manner that would not result in such jeopardy or contravention. For the NASD; providedavoidance of doubt, howevernothing herein shall authorize any party or its Representative to undertake any testing involving invasive techniques, thatincluding testing involving sampling of soil, between the date hereof and the time of first acceptance of Shares for payment under the Offersediment, Purchaser maygroundwater, upon surface water, air or building materials, at any Target Company property, without the prior written approval (which shall not be unreasonably withheld or delayed) consent of the Company's Chief Executive Officer. (b) During the Interim Period, Chief Financial Officer upon reasonable advance written notice from the Company, Purchaser, Holdco and the Merger Subs will provide, and use their commercially reasonable efforts to cause their respective Representatives to provide to the Company and its Representatives reasonable access, at the Company’s expense, during normal business hours, under the supervision of personnel of Purchaser or General Counselits Representatives, and in such a manner as not to unreasonably interfere with the normal operations of the business of Purchaser, to (i) contact any employee of such materials and information about Purchaser, Holdco and the Merger Subs as the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companymay reasonably request, and (ii) have access to specified members of management of Purchaser, Holdco and the Company's offices and facilities; andMerger Subs as the Company may reasonably request, following in each case for purposes of consummating the time of first acceptance of Shares for payment under Transactions. Notwithstanding the Offerforegoing, Purchaser shall will not be restricted in required to disclose any manner in contacting employees of information to the Company or its Representatives if such disclosure would (x) in accessing the Company's offices and facilities. No such access, inspections or furnishing judgment of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation legal counsel of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six be reasonably likely to jeopardize any attorney-client or other legal privilege, or (6y) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offercontravene any applicable Law or Contract, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect it being agreed that the conditions Parties shall use reasonable efforts to the Offer specified make alternative arrangements for such disclosure in the immediately preceding sentence have been satisfieda manner that would not result in such jeopardy or contravention. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. The Sellers shall cause the Companies to give to Purchaser and its agents and representatives reasonable access during normal business hours to (a) Between the date of this Agreement Chief Executive Officer and the Effective TimeChief Financial Officer of the Business and other employees, members of management and customers of the Companies and the Business to whom Purchaser reasonably requests access, provided that access to customers shall be subject to mutual coordination by YRC Logistics and Purchaser, and (b) the properties, assets, books, records, business plans and budgets of the Companies and the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives Subsidiaries (including, without limitation, its financial advisorsaccess to any Leased Real Property for the purpose of performing any non-intrusive environmental investigations that Purchaser shall desire, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with provided that (i) such financial and operating data and other information with respect the Sellers shall only be obligated to use commercially reasonable efforts to give access to any Leased Real Property if the business and properties consent of the Company and its subsidiaries as Purchaser may from time lessor of such Leased Real Property is required to time reasonably requestperform environmental investigations, and (ii) a copy Purchaser shall not perform any Phase II Environmental Site Investigations without the express written approval of each material reportthe Seller Representative), schedule and other document filed or received by will furnish such information and documents in their possession relating to the Companies and the Company pursuant Subsidiaries as Purchaser and its agents and representatives may reasonably request. All such information and documents obtained by Purchaser or its representatives shall be subject to the requirements terms and conditions of applicable securities laws or that certain Confidentiality Agreement, dated February 5, 2009, by and between Austin Ventures X, L.P. and YRC Logistics (the NASD; provided“Confidentiality Agreement”). The Sellers, however, that, between the date hereof Companies and the time Company Subsidiaries, as applicable, shall promptly support the provision of first acceptance information to third party providers requested by Purchaser or its agents or representatives to evaluate establishing an independent bank line of Shares for payment under credit or insurance policies at the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld Companies or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directlySubsidiaries, provided that Purchaser and such contact is for informational purposes only and does not unreasonably interfere agents or representatives shall cooperate with the Sellers to inform such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees third party providers of the Company or in accessing the Company's offices and facilities. No confidential nature of such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability provided to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedthem. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Prior to the Closing, the Company shall permit, shall cause the Managed Companies to permit, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to permit, Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives after the date of execution of this Agreement to (i) have reasonable access, during regular business hours, to the assets, employees, properties, Books and the Effective TimeRecords, the Company will give, businesses and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining operations relating to the Company and the Covered Companies as Purchaser may reasonably request, (ii) to inspect and make copies of Books and Records and all other documents and information, from time to time, reasonably requested by Purchaser, its subsidiariesAffiliates and their respective employees, will permit the foregoing to make such reasonable inspections as they may require counsel, accountants and will cause its officers promptly to furnish Purchaser with (i) such financial other representatives, including financial, tax and operating data documents and information and (iii) without limiting the foregoing, to meet with designated employees and representatives. Notwithstanding the foregoing, neither Purchaser, nor any of its Affiliates or representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to the Company or any of the Managed Companies without prior consultation with the Company or such Managed Company and, with respect to any other Covered Company, without prior approval from such Covered Company, and, in each case, without ongoing consultation with the Company with respect to any such activity. The Company shall, shall cause the Managed Companies to, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to, provide Purchaser, its Affiliates and their respective employees, counsel, accountants and other representatives access to all real property as is reasonably necessary to conduct any assessments, evaluations or investigation as Purchaser deems necessary or advisable, including a Phase I environmental site assessment, though under no circumstances shall any subsurface investigation or testing of any environmental media be conducted. The Company shall, shall cause the Managed Companies to, and shall exercise the voting, governance and contractual powers available to it to cause the Non- Managed Companies to, furnish to Purchaser promptly upon its reasonable request (a) all additional documents and information with respect to the business and properties affairs of the Company and the Covered Companies and (b) access, as Purchaser, its subsidiaries as Purchaser Affiliates or their respective employees, accountants, counsel and other representatives may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company's, and (ii) have access the Covered Companies' and their respective Affiliates' employees, accountants, counsel and other representatives, and shall instruct such employees, accountants, counsel and other representatives to the Company's offices cooperate with Purchaser, its employees, counsel, accountants and facilities; andother representatives, following the time of first acceptance of Shares for payment under the Offerand to provide such documents and information as Purchaser, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices its Affiliates and facilities. No such accesstheir respective employees, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedcounsel, accountants and other representatives may reasonably request. (b) The Chief Financial Officer All information provided or obtained under Section 5.3(a) shall be held by Purchaser in accordance with and subject to the terms of the Company shall deliver Confidentiality Agreement, and Purchaser hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, Books and Records, data, documents and other information relating to the Company and the Covered Companies that is provided to Purchaser immediately before the close or its Affiliates or any of business on the day which is six (6) business days prior their employees, counsel, accountants or other representatives pursuant to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companycase subject to Section 5.12.

Access and Information. 6.1.1 Prior to the Closing, the Purchasers shall be entitled to make or cause to be made such investigation of the Consolidated Companies, including environmental testing, including the testing of soil, water and air and other samples, and the financial and legal condition thereof, as each of the Purchasers deems necessary or advisable, and the Corporations and the Sellers shall cooperate with any such investigation; provided, however, in the case of any such environmental testing on properties leased to any of the Consolidated Companies or their Affiliates, such testing shall be conducted, if at all, subject to the terms of the applicable lease. In furtherance of the foregoing, but not in limitation thereof, the Sellers and the Corporations shall (a) Between permit the date of this Agreement Purchasers and their agents and representatives or cause them to be permitted to have full and complete access to the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitmentspremises, books and records of the Consolidated Companies upon reasonable not ice during regular business hours, (b) furnish or pertaining cause to be furnished to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) Purchasers such financial and operating data data, projections, forecasts, business plans, strategic plans and other information with respect data relating to the business and properties of Consolidated Companies as the Company and its subsidiaries as Purchaser may Purchasers shall request from time to time reasonably request, and (iic) a copy cause their accountants (subject to the execution of each material reportsuch documents as shall be reasonably requested by such accountants) to furnish to the Purchasers and the Purchasers' accountants access to all work papers relating to the Consolidated Companies for any of the periods covered by any financial statements delivered to the Purchasers pursuant to this Agreement. Prior to the Closing, schedule the Purchasers shall not (and other document filed or received shall cause their Subsidiaries not to) use any information obtained pursuant to this Section 6.1 for any purpose unrelated to the transactions described in this Agreement, except to the extent required by law. Except with respect to publicly available documents, in the event that this Agreement is terminated, th e Purchasers will deliver to the Parent Seller all documents obtained by the Company Purchasers from the Consolidated Companies or the Sellers in confidence and any copies thereof in the possession of the Purchasers or their agents and representatives or, at the option of the Purchasers, the Purchasers shall cause all of such documents and all of such copies to be destroyed and the Purchasers shall certify the destruction thereof to the Corporations and the Sellers. 6.1.2 No investigation by either party of the other heretofore or hereafter made shall modify or otherwise affect (a) any representations and warranties of the Corporations or the Sellers on the one hand, or of the Purchasers on the other hand, made pursuant to the requirements of applicable securities laws or the NASD; providedthis Agreement, however, that, between the date hereof which representations and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which warranties shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact survive any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities investigation to the Companyextent provided herein, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President obligations of the Company shall deliver Purchasers or the Sellers to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, consummate the transactions contemplated thereby, certified by the Secretary of the Companyhereby.

Access and Information. (a) Between Subject to the date of this Agreement Bidding Procedures and applicable law, Sellers shall, upon reasonable prior notice, afford Purchasers’ authorized Representatives reasonable access during normal business hours to the Effective Timeoffices, the Company will giveproperties, and shall direct its accountants and legal counsel to givekey employees, Purchaser and its respective authorized representatives (includingoutside accountants, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices agreements and other facilities documentation and to all contractsfinancial records (including computer files, agreements, commitments, books retrieval programs and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (isimilar documentation) such financial and operating data and other information with respect to the business Business, the Acquired Assets, and properties the Assumed Liabilities to the extent Purchasers reasonably deem necessary, and shall permit Purchasers and their authorized Representatives to make copies of such materials. Sellers shall furnish to Purchasers or their authorized Representatives such additional information concerning the Acquired Assets, the Business and the Assumed Liabilities as shall be reasonably requested by Purchasers or their authorized Representatives, including all such information as shall be reasonably necessary to enable Purchasers or their authorized Representatives to (i) verify the accuracy of Sellers’ representations and warranties contained in this Agreement, (ii) verify that Sellers have complied with the covenants contained in this Agreement and (iii) determine whether the conditions set forth in Article VI have been satisfied. Sellers shall use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Purchasers in their investigation. It is acknowledged and understood that no investigation by Purchasers or other information received by Purchasers shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers in this Agreement. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require Sellers to disclose information subject to attorney-client privilege, provided Sellers advise the Purchasers of the Company and its subsidiaries as Purchaser may specific assertion of such privilege. (b) As requested by Purchasers from time to time reasonably requesttime, Sellers shall use commercially reasonable efforts to cooperate with Purchasers in connection with Purchasers’ contacting suppliers and (ii) a copy customers of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASDBusiness; provided, however, that, between Purchasers shall not contact any such suppliers and customers of the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon Business without obtaining the prior written approval consent of the Sellers (which shall such consent not to be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied). (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between So long as this Agreement remains in effect, from the date of this Agreement and until the Effective TimeClosing, the Company will giveSellers shall, and shall direct its accountants take all steps as may be necessary to cause the Acquired Companies to, give to Purchaser, Purchaser’s accountants, counsel, employees and legal counsel to give, Purchaser and its respective other authorized representatives full access during normal business hours, without unreasonably interfering with the Acquired Companies’ business operations, to all of the properties and facilities, books and records, contracts, reports and Returns of the Acquired Companies. In addition, Sellers shall permit, and shall take all steps as may be necessary to cause the Acquired Companies to permit, at Purchaser’s expense, Purchaser, Purchaser’s accountants, counsel, employees and other authorized representatives access to such advisors and personnel (including, without limitation, its financial advisorsany employees, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayedactuaries) of the Company's Chief Executive Officer, Chief Financial Officer Acquired Companies or General Counsel, (i) contact of any employee other Affiliates of Sellers during normal business hours as may be reasonably requested by Purchaser in its review of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees business of the Company or in accessing Acquired Companies, the Company's offices assets thereof and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedabove-mentioned documents and information. (b) The Chief Financial Officer parties hereto agree that with respect to the disclosure of information furnished hereunder or in connection herewith, they shall continue to be bound by the terms of that certain Confidentiality and Non-Disclosure Agreement dated October 1, 2004 (the “Confidentiality Agreement”), between Ace INA Holdings Inc. (on behalf of itself and all of its subsidiary, parent or affiliated property and casualty holding companies) and Purchaser (on behalf of itself and all of its subsidiary, parent or affiliated companies). Sellers agree to cause each of their respective Affiliates to comply with the provisions of the Company shall deliver Confidentiality Agreement as if each of them were parties to such agreement. Purchaser agrees to cause each Affiliate of Purchaser to comply with the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date provisions of the Offer and immediately before Confidentiality Agreement until the close Closing as if each of business on the then-scheduled expiration date of the Offer, a certificate executed by them were parties to such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offeragreement. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior Prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the OfferClosing, the Company Sellers shall inform promptly notify Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) all events, circumstances, facts and (k) on Annex A hereto. The President of the Company shall deliver occurrences arising subsequent to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement which could result in any breach of a representation or warranty or covenant of either Seller in this Agreement or which could have the effect of making any representation or warranty of either Seller in this Agreement untrue or incorrect in any respect and (ii) all other material developments affecting the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary Operations of the CompanyAcquired Companies.

Access and Information. (a) Between During the period from the date of this Agreement to the Closing, upon the reasonable written request of the Purchaser and subject to compliance by the Purchaser with the terms of the confidentiality agreement entered into between TecInvest and Bruker Daltonik GmbH on October 6, 2020 (as amended from time to time) (the "Confidentiality Agreement") and the Effective Timeapplicable Laws, the Company will give, and Sellers shall direct its accountants and legal counsel use their commercially reasonable efforts to give, ensure that the Acquired Companies (i) permit the Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during Working Hours to all offices and other facilities and to all contracts, agreements, commitments, the books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties senior management of the Company and its subsidiaries as Purchaser may from time to time reasonably requestAcquired Companies, and (ii) a copy provide to the Purchaser any document or information in the possession of each material reportthe Acquired Companies, schedule and other document filed or received in both cases, as may be reasonably requested by the Company pursuant to Purchaser for the requirements purpose of applicable securities laws or preparing the NASD; provided, however, that, between Closing and facilitating the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) debt financing of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, transactions contemplated by this Agreement; and (iiii) contact any employee inform on regular basis on the progress of remediation of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedpast cyber incident. (b) The Chief Financial Officer Notwithstanding anything in this Agreement to the contrary, it is agreed that: (i) such access or assistance shall not interfere with the normal business and operations of the Company Acquired Companies and any such information being subject to the Confidentiality Agreement; (ii) such access or assistance may be limited as a result of a Pandemic Measure; (iii) notwithstanding the foregoing, the Sellers' Agent shall deliver not be required to provide access to any information which it reasonably believes that it may not provide to the Purchaser immediately before by reason of confidentiality undertakings with a third party or by reason of antitrust or cartel Laws; (iv) the close Purchaser shall, and shall cause its Affiliates to, refrain from, directly or indirectly, contacting any customer, supplier, agent, representative, creditor, co-contracting party (including franchisee, licensee or sublicense) or advisor of business on the day Acquired Companies or any other Person which is six (6) business days prior to in commercial relationship with the then-scheduled expiration date of Acquired Companies, except for Persons with whom the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), or its relevant Affiliate (i) sustain usual commercial and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified professional relationships in the immediately preceding sentence have been satisfied. ordinary course of business, or (dii) Prior seek to develop in the execution future, and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, without reference to the Transaction or the Acquired Companies and for the sole purpose of such professional and commercial relationships; (v) all fees, costs, expenses and other liabilities and obligations which may be incurred in connection with the debt financing of the transactions contemplated thereby, certified by this Agreement shall be for the Secretary sole account of the CompanyPurchaser; and (vi) for the avoidance of doubt, nothing in this Section ‎6.4 shall be construed to be a condition precedent to the financing of the Transaction or the Closing or otherwise, directly or indirectly, serve as a basis for any delay in Closing under this Agreement.

Access and Information. (a) Between the date of this Agreement and the Effective Time, the Company Seller will give, and shall direct cause its accountants and legal counsel Affiliates to give, Purchaser to Buyer and to its respective authorized officers, employees, accountants, counsel and other representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested during Seller’s or the applicable Affiliate’s normal business hours throughout the period prior to the Closing to all offices and other facilities and to all of Seller’s or the applicable Affiliate’s properties, books, contracts, agreements, commitments, books reports of examination and records (excluding confidential portions of personnel records) directly or pertaining reasonably relating to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities laws Business or the NASD; provided, however, that, between Purchased Assets (but excluding the date hereof Excluded Assets and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directlyThird-Party confidentiality obligation, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companyextent such confidentiality related to items that would otherwise comprise Assumed Liabilities, such items shall be deemed not to be Assumed Liabilities until Buyer has had a chance to review such items and consent to such items as Assumed Liabilities). Seller shall assist, and (ii) have access cause its Affiliates to assist, Buyer in making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to Buyer for such purposes; it being understood that Buyer shall reimburse Seller or the Company's offices applicable Affiliate promptly for reasonable and facilities; and, following the time necessary out of first acceptance pocket expenses incurred by Seller or any Affiliate in complying with any such request by or on behalf of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedBuyer. (b) The Chief Financial Officer After the Closing Date, Seller and Buyer (A) will provide, and will cause their respective Affiliates to provide, to each other and to their respective officers, employees, counsel, accountants and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or Third-Party confidentiality obligation), reasonable access for inspection and copying of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer all Business Records, Nonassigned Business Records, Governmental Permits, Licenses, Contracts and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares any other information existing as of the date Closing Date and relating to the Business or the Purchased Assets, including all materials necessary for Buyer and its accountants to prepare audited financial statements of the expiration Business for periods ended September 30, 2001 if Buyer deems such audited statements necessary, (B) will cooperate as reasonably necessary in the preparation of such audited statements, and (C) will make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter concerning transactions, operations or activities relating to the OfferBusiness or the Purchased Assets, and as otherwise may be necessary or desirable to enable the party requesting such assistance to: (i) comply with reporting, filing or other requirements imposed by any foreign, local, state or federal court, agency or regulatory body; (ii) assert or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or allegations that one party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform its obligations under this Agreement. The party requesting such information or assistance shall reimburse the other party for all out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance. The access to files, books and records contemplated by this Section 5.1(b) shall be during normal business hours and upon not less than two (2) Business Days’ prior written request and shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein. (c) Without limiting any other provision of Buyer agrees to preserve all Business Records, Licenses and Governmental Permits for at least seven (7) years after the Closing Date. During this Agreementseven-year period and up to ninety (90) days thereafter, from time Buyer shall make available to time during the Offer Seller, upon the request of the Purchaserits request, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer such Business Records, Licenses and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedGovernmental Permits. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between the date of this Agreement FP Holding and the Effective Time, the Company will giveeach FP Subsidiary shall afford to WFBI, and shall direct its accountants to WFBI’s accountants, counsel, financial advisors and legal counsel to giveother representatives, Purchaser reasonable access upon reasonable notice during normal business hours of FP Holding and its respective authorized representatives (includingeach FP Subsidiary, without limitationrespectively, its financial advisorsduring the Pre-Closing Period, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all of its properties, books, contracts, agreements, commitments, books commitments and records of or pertaining to the Company and its subsidiariesand, will permit the foregoing to make during such reasonable inspections as they may require and will cause its officers a period, shall furnish promptly to furnish Purchaser with WFBI: (i) such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchaser may from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by it during such period with or from (w) the Company pursuant to Financial Industry Regulatory Authority; (x) the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof SCC and the time of first acceptance of Shares for payment under VBFI; (y) the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) Maryland office of the Company's Chief Executive OfficerCommissioner of Financial Regulation; or (z) any other federal, Chief Financial Officer state or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, local governmental or regulatory agency or department; and (ii) have all other information concerning its business, assets, properties and personnel as WFBI may reasonably request. WFBI and its accountants, counsel, financial advisors and other representatives will request permission for all such access reasonably in advance, and all such access will be conducted in a manner designed to minimize disruption to the Company's offices normal business operations and facilities; andemployee or customer relations of FP Holding and each FP Subsidiary. WFBI shall cause all information obtained by it or its representatives from FP Holding and any FP Subsidiary pursuant to this Agreement or in connection with the negotiation thereof, following including, without limitation, the time of first acceptance of Shares for payment under the Offerschedules hereto, Purchaser to be treated as confidential and shall not use, nor knowingly permit others to use, any such information for any purpose other than in connection with the transactions contemplated hereby, unless such information becomes generally available to the public or is required to be restricted disclosed pursuant to the order of a court of competent jurisdiction or otherwise in any manner accordance with applicable law, and in contacting employees the event of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance termination of this Agreement shall promptly return all documents (including copies thereof) obtained hereunder from FP Holding or any FP Subsidiary, and the shall destroy all copies of any analyses, compilations, notes, studies or other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companydocuments prepared from any such material for their use.

Access and Information. (a) Between From the date of this Original Agreement and Date until the Effective TimeClosing, the Company will giveED&F Parties shall have permitted and shall continue to permit, and shall direct its accountants have caused and legal counsel shall continue to givecause each of the Transferred Companies to, Purchaser permit Parent and the Merger Subs and their financing providers, if any, and their respective advisers and other representatives to have reasonable access, during business hours and upon reasonable notice, to the Transferred Companies' properties and facilities relating to the Business; provided, however, that no such access shall be granted to permit Parent or a Merger Sub or their respective Affiliates, advisers and other representatives to conduct any Phase II environmental site investigations or similar environmental sampling activities at, on, or under the Transferred Companies' properties and facilities. From the Original Agreement Date until the Closing, Parent and the Merger Subs shall have permitted and shall continue to permit ED&F and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices advisors and other facilities representatives to have reasonable access, during business hours and upon reasonable notice, to all contractsParent's and the Merger Subs' properties and facilities. ED&F shall have furnished and shall continue to furnish, agreementsor shall have caused and shall continue to cause to be furnished, commitments, books to Parent and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such either Merger Sub any financial and operating data and other information (including Tax information) that is available with respect to the business and properties of the Company and its subsidiaries Business as Purchaser may Parent shall from time to time reasonably request, subject to any applicable Law, attorney-client privilege, or contractual restriction. Except to the extent provided in this Agreement or disclosed in the Disclosure Schedule, no information provided to or obtained by Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Parent (including Parent's right to seek indemnification pursuant to ARTICLE X), or the representations or warranties of, or the conditions to the obligations of, the parties hereto. Parent and (ii) a copy of each material report, schedule Merger Sub shall furnish or cause to be furnished to ED&F any financial and operating data and other document filed or received information (including Tax information) as ED&F shall from time to time reasonably request, subject to any applicable Law, attorney-client privilege and Parent's and the Merger Subs' contractual obligations. From the Original Agreement Date, the parties hereto shall have cooperated and shall continue to cooperate in good faith with each other to develop, including during the period prior to Closing, the transition and migration plan for the services contemplated by the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedShared Services Agreement. (b) The Chief Financial Officer All information provided to or obtained by Parent heretofore or hereafter, including pursuant to clause (a) of this Section 7.1, shall be held in confidence by Parent in accordance with and subject to the terms of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Confidentiality Agreement, from time to time during dated February 12, 2008, between Parent and ED&F (the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c"Confidentiality Agreement"), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between For the date of this Agreement and six months following the Effective TimeClosing Date, the Company will giveSeller shall provide, and shall direct its accountants and legal counsel cause Seller Affiliates to giveprovide, Purchaser to Parent and its respective authorized representatives (includingofficers, without limitationemployees, its financial advisorsaccountants, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices counsel and other facilities representatives, and Parent shall provide, and shall cause Parent Affiliates to all contractsprovide, agreements, commitments, books and records of or pertaining to the Company Seller and its subsidiariesofficers, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data employees, accountants, counsel and other information with respect representatives, upon reasonable request (subject to the business and properties of the Company and its subsidiaries as Purchaser may from time any limitations that are reasonably required to time reasonably requestpreserve any applicable attorney-client privilege, and (ii) a copy of each material report, schedule and other document filed privacy or received by the Company pursuant to the requirements of applicable securities laws legal or the NASDcontractual third party confidentiality obligation; provided, however, thatthat in the event that access is limited or restricted pursuant to this parenthetical, between the date hereof Seller and the time of first acceptance of Shares for payment under the OfferSeller Affiliates, Purchaser mayor Parent and Parent Affiliates, upon the prior written approval (which respectively, shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided use reasonable commercial efforts to make alternative accommodations to afford access in a manner that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Companyjeopardize any attorney-client privilege or legal or contractual third party confidentiality obligation), reasonable access for inspection and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing copying of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares existing as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby andClosing Date, in each case, solely to the transactions contemplated therebyextent solely relating to the Business, certified the Transferred Assets, the Assumed Liabilities or the Rehired Employees and shall otherwise use commercially reasonable efforts to reasonably assist and cooperate with Parent, in each case, in Parent’s, or Seller, in each case, in Seller’s, respectively, preparation of historical or pro forma financial statements related to the Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission, including all such historical depreciation and amortization expenses of the Business as may be required by the Secretary Securities and Exchange Commission as part of such historical or pro forma financial statements. The access to files, books and records contemplated by this Section 7.8 shall be during normal business hours and upon reasonable prior notice and shall be subject to such reasonable limitations as Seller or Parent, respectively, may impose to preserve the Companyconfidentiality of information contained therein.

Access and Information. (a) Between From the date of this Agreement and hereof to the Effective Time, the Company will giveshall, and shall direct cause the Company Subsidiaries to, afford to Parent and its accountants prospective financing sources and its and their respective officers, employees, accountants, consultants, legal counsel to give, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities representatives, upon reasonable prior notice, reasonable access during normal business hours to (i) the management and key employees of the Company and Company Subsidiaries (provided that the Company shall be entitled to have one or more designees of the Company be present at or participate in any meeting or communication with such person) and (ii) all contractsbusinesses, agreementsproperties, commitmentsfacilities, contracts and books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require Company Subsidiaries and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other all information with respect to the foregoing as Parent may reasonably request; provided that such examination and investigation will be conducted at times and in a manner that does not unreasonably interfere with the operation of the Company’s or the Company Subsidiaries’ respective businesses. Notwithstanding anything else to the contrary contained in this Agreement no investigation made by Parent, Merger Sub or any of their Affiliates, agents, advisors or other representatives pursuant to this Section 7.1 or otherwise shall affect or be deemed to modify any representation, warranty, covenant or indemnity made by the Company or any Company Holder. (b) Following the Effective Time, for so long as such information is retained by Parent or the Surviving Corporation (which shall be for a period of at least five (5) years), Parent shall permit the Stockholder Representative and its Affiliates and representatives (collectively, the “ABRY Parties”) to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Parent, to the books, records and properties personnel relating to the business of the Company, to the extent that such access may be reasonably required in connection with (i) the preparation of any Company Holder’s Tax returns or with any audit thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the business of the Company and the Company Subsidiaries prior to the Effective Time, (iii) any regulatory filing or matter; or (iv) any matter relating to this Agreement or the transactions contemplated hereby; provided that any such ABRY Parties shall reimburse Parent or the Surviving Corporation for all reasonable out-of-pocket costs and expenses incurred by Parent or the Surviving Corporation in connection with any such request. Parent and the Surviving Corporation, as applicable, shall attempt in good faith to maintain such books and records in reasonably accessible format and at reasonably accessible locations. (c) Following the Effective Time, Parent shall, and shall instruct its subsidiaries as Purchaser may from time to time reasonably and the Surviving Corporation’s employees to, at any Company Holder’s reasonable request, cooperate with such Company Holder as may be reasonably required in connection with the investigation and (ii) a copy defense of each material reportany suit, schedule and other document filed claim, action, proceeding or received by investigation relating to the business of the Company pursuant to or any of the requirements Company Subsidiaries that is brought against such Company Holder or any of applicable securities laws its Affiliates at any time after the Effective Time by any Person other than Parent, the Surviving Corporation or the NASDany of their Affiliates or successors; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is Company Holder shall reimburse Parent or the Surviving Corporation promptly for informational purposes only all reasonable out-of-pocket costs and does not unreasonably interfere expenses incurred by Parent or the Surviving Corporation in connection with any such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfiedrequest. (d) Prior to As soon as practicable after the execution and delivery date of this Agreement, the Company shall have delivered to provide the Purchaser a copy job title of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Companyindividual listed on Schedule 3.15(a).

Access and Information. (a) Between From the date of this Agreement hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the Effective Timeattorney-client privilege), the Company will givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall direct its accountants and legal counsel to give, Purchaser afford Buyer and its respective authorized representatives (includingRepresentatives reasonable access, without limitationduring normal business hours, its financial advisorsto the books and records, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and properties of the Companies, furnish to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make Buyer such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such additional financial and operating operational data and other information with respect to regarding the business and properties of the Company and its subsidiaries Companies as Purchaser Buyer may from time to time reasonably request, request and make reasonably available to Buyer the employees of Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Companies into Buyer’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by Seller and (ii) be conducted in such a copy manner so as not to interfere with any of each material reportthe businesses or operations of Seller, schedule SE Capital Funding, the Companies or their respective Affiliates and shall not contravene any applicable Law. All requests for information made pursuant to this Section 7.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, SE Capital Funding, any of the Companies, or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, SE Capital Funding, the Companies and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller, SE Capital Funding or the Companies. (b) From and after the Closing, in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of Seller, SE Capital Funding and their respective Affiliates under this Agreement or any other Transaction Document (including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Buyer shall (A) afford Seller and its respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Buyer and its Affiliates in respect of the Companies (including, for the avoidance of doubt, Tax Returns and other document filed information and documents relating to Tax matters), (B) furnish to Seller such additional financial and other information regarding the Companies as Seller may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to Seller the employees of Buyer and its Affiliates (or, if applicable, any replacement manager or received by operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist Seller, its respective Affiliates or its respective Representatives in connection with Seller’s or such Affiliates’ or Representatives’ inquiries for any of the Company pursuant purposes referred to the requirements of applicable securities laws or the NASDin this Section 7.1(b); provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does access or request shall not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time business or operations of first acceptance Buyer or any of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedits Affiliates. (b) The Chief Financial Officer of the Company shall deliver to the Purchaser immediately before the close of business on the day which is six (6) business days prior to the then-scheduled expiration date of the Offer and immediately before the close of business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares as of the date of the expiration of the Offer. (c) Without limiting any other provision of this Agreement, from time to time during the Offer upon the request of the Purchaser, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.

Access and Information. (a) Between Seller shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, during regular business hours and upon reasonable advance notice, to the real property owned or leased by Pearle and the Effective TimeSubsidiaries and to the officers and employees of Pearle and the Subsidiaries, the Company will givesubject to Seller's reasonable rules and regulations, and shall direct its accountants and legal counsel furnish, or cause to givebe furnished, Purchaser and its respective authorized representatives (including, without limitation, its financial advisors, accountants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such Buyer any financial and operating data and other information that is available with respect to the business and properties of Pearle and the Company and its subsidiaries Subsidiaries as Purchaser may Buyer shall from time to time reasonably request, and (ii) a copy of each material report, schedule and other document filed or received by ; PROVIDED THAT the Company pursuant to the requirements of applicable securities laws or the NASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which foregoing shall not be unreasonably withheld require Seller to permit any inspection, or delayed) to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of Seller's, Pearle's or any of the Company's Chief Executive Officer, Chief Financial Officer Subsidiaries' obligations with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only disclosure. Seller will assist Buyer and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have its representatives in gaining access to the Company's offices franchisees, the associate store owners and facilities; and, following the time licensees of first acceptance of Shares for payment under Pearle and the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfiedSubsidiaries. (b) The Chief Financial Officer In the event of the Company termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to Seller, or (at Seller's option) confirm in writing to Seller that it has destroyed all information furnished to Buyer or its representatives by Seller, Pearle, the Purchaser immediately Subsidiaries or any of their respective agents, employees or representatives as a result hereof or in connection herewith, whether so obtained before or after the close of business on the day execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which is six (6) business days contain or reflect any such information. Buyer shall at all times prior to the then-scheduled expiration date Closing Date, and in the event of termination of this Agreement, cause any information so obtained to be kept confidential and will not use, or permit the Offer and immediately before the close of use of, such information in its business on the then-scheduled expiration date of the Offer, a certificate executed by such officer which sets forth the anticipated number of issued and outstanding Shares or in any other manner or for any other purpose except as of the date of the expiration of the Offercontemplated hereby. (c) Without limiting any other provision of this Agreement, from time All information provided or obtained pursuant to time during clause (a) above shall be held by Buyer in accordance with and subject to the Offer upon the request terms of the Purchaserconfidentiality agreement, immediately before the close of business on the day which is six (6) business days prior to the then scheduled expiration date of the Offer and immediately before the close of business on the expiration date of the Offer, the Company shall inform Purchaser orally and in writing as to the then-current status of satisfaction of the conditions to the Offer described in paragraphs (c), (e)(ii), (f), (g), (i) and (k) on Annex A hereto. The President of the Company shall deliver to the Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied. (d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a copy of duly adopted resolutions of the Board approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and, in each case, the transactions contemplated thereby, certified by the Secretary of the Company.dated