Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, each of Parentto all its properties, Merger Sub books, Contracts, commitments and Target shallrecords and, during such period, the Company shall (and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents each of its Subsidiaries to) furnish promptly to afford the officers, employees and agents of one another complete access at other all reasonable times to one another’s officers, employees, agentsinformation concerning its business, properties, officesbooks, plants Contracts, commitments, record and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information personnel as each, through its officers, employees or agents, Parent may reasonably request; provided, however, that no party . The Company shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another personnel as Parent or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case Parent Representatives may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) reasonably request. No investigation pursuant to this Section 2 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective subsidiaries, affiliates, officers, directors, employees, auditors attorneys, accountants, advisors, representatives and agents (collectively, “Representatives”) to, (i) provide to afford the officers, employees Parent and agents of one another complete its Representatives access at all reasonable times upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities (including each theatre premises) of the Company and the Company Subsidiaries and, to the extent available to the Company, the Company JVs, and to all the books and recordsrecords thereof, and shall (ii) subject to applicable Laws relating to the exchange of information, furnish one another with all financialpromptly such information concerning the business, operating properties, Contracts, assets, liabilities, personnel and other data aspects of itself and information its Subsidiaries and, to the extent available to the Company, the Company JVs, as each, through Parent and its officers, employees or agents, Representatives may reasonably request; provided, howeverincluding without limitation, that no party shall such information as may be required to provide prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access or furnish information which it is prohibited shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by law or contract to provide or furnishParent. (b) Each From the date of this Agreement to the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and its Representatives access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, Merger Sub to conduct visual inspections, take measurements, make surveys and Target shallperform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective affiliates Representatives to comply with, their obligations under the letter agreement, dated as of May 6, 2005, between AMCE and their respective officers, directors, employees and agents to hold Loews (the “Confidentiality Agreement”). Notwithstanding anything else contained in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parenteach Party hereto (and each Representative of such Party) may disclose to any and all persons, Merger Sub without limitation of any kind, the tax treatment and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any tax structure of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby herein and all tax strategies relating to the transactions, as well as all materials of any copies thereofkind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madetax strategies. (d) No investigation pursuant Notwithstanding the foregoing provisions, or any other provisions of this Agreement, if any dispute is pending among the parties to this Section 2 shall affect any representations Agreement or warranties of their respective Affiliates with respect to this Agreement, the parties herein or shall not be required to provide the conditions access and information otherwise required hereby with respect to records and information relevant to such dispute (in which case the obligations of the parties heretoLaws governing information sharing applicable to such disputes shall govern).

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiaries, affiliates, the officers, directors, employees, auditors auditors, attorneys, financial advisors, lenders and other agents to (collectively, the “Representatives”) of the Company to, afford the officers, employees Representatives of Parent and agents of one another complete Buyer reasonable access at all reasonable times to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities and to all facilities, books and recordsrecords of the Company and its Subsidiaries, and shall furnish one another Parent and Buyer with all financial, operating and other data and information as eachParent or Buyer, through its officers, employees or agentsRepresentatives, may reasonably request; provided, howeverexcept in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. 2005 (b) Each of Parentthe “Confidentiality Agreement”). In addition, Merger Sub and Target the Company shall, and shall cause their respective affiliates its Representatives to, cooperate and their respective officersconsult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, directors, employees the Company shall make available to such Representatives of Parent office space and agents to hold in strict confidence all data and secretarial or other administrative services as reasonably requested by Parent. The use of any information obtained for the purpose of evaluating the Merger or the other transactions expressly contemplated by them from one another this Agreement that Parent or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another Buyer or any of their respective subsidiaries, affiliates may possess regarding the Company or any of its affiliates, officersincluding information provided under any agreement to which Parent, directorsBuyer or any of its affiliates, employees and agents in connection with on the transactions contemplated hereby and any copies thereofone hand, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof the Company or any of them may have madeits affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (db) No investigation pursuant to this Section 2 5.2 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party or the conditions any condition to the obligations of the parties heretoparties.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (awhich such person shall use commercially reasonable efforts to cause the counterparty to waive) From from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub the Company and Target Parent shall, and shall cause each of their respective subsidiaries, affiliatesSubsidiaries and each of their respective directors, officers, directors, employees, auditors accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to afford (a) provide to the officers, employees other party and agents of one another complete its respective Representatives access at all reasonable times upon reasonable prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of such party and its Subsidiaries and to all the books and recordsrecords thereof and (b) subject to applicable Laws relating to the exchange of information, and shall furnish one another with all financialpromptly such information concerning the business, operating properties, Contracts, assets, liabilities, personnel and other data aspects of itself and information its Subsidiaries as each, through the other party and its officers, employees or agents, Representatives may reasonably request; provided, howeverexcept for such information or agreements set forth in Section 6.3 to the Company Disclosure Letter or Section 6.3 to the Parent Disclosure Letter. No investigation conducted pursuant to this Section 6.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or the conditions to the obligations to consummate the Merger. With respect to the information disclosed pursuant to this Section 6.3, that no party the parties shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shallcomply with, and shall cause their respective affiliates and their respective officersRepresentatives to comply with, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiariesobligations under the Mutual Confidentiality Agreement, affiliatesdated January 13, officers2005, directors, employees previously executed by the Company and agents in connection with Parent (the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made“Confidentiality Agreement”). (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target shall, The Company shall (and shall cause its Subsidiaries and its and their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to) afford to afford the officers, employees Parent and agents of one another complete access at all reasonable times to one another’s Parent's officers, employees, agentsfinancial advisors, legal counsel, accountants, consultants and other representatives access during normal business hours throughout the period prior to the Effective Time to all of its books and records and its properties, offices, plants and other facilities and to all books and recordspersonnel and, and during such period, the Company shall furnish one another with all financialpromptly to Parent a copy of each report, operating schedule and other data and information as eachdocument filed or received by it pursuant to the requirements of federal securities laws, through its officers, employees or agents, may reasonably request; provided, however, provided that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 6.1(a) shall affect any representations or warranties of the parties made herein or the conditions to the obligations of the respective parties heretoto consummate the Merger. (b) Parent shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Company and to the Company's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives access during normal business hours throughout the period prior to the Effective Time to all of its books and records and its properties, plants and personnel and, during such period, Parent shall furnish promptly to the Company a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal securities laws, provided that no investigation pursuant to this Section 6.1(b) shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. (c) Unless otherwise required by law, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall hold in confidence all non-public information acquired in accordance with the terms of the Mutual Agreement of Confidentiality dated November 11, 1999 between Parent and the Company (the "Confidentiality Agreement"); provided, however, that the termination date of the Confidentiality Agreement is hereby extended to June 30, 2000.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, each of Parentto all its properties, Merger Sub books, contracts, commitments, employees, auditors, agents, representatives and Target shallrecords and, during such period, the Company shall (and shall cause their respective subsidiarieseach of its Subsidiaries to) furnish promptly to Parent, affiliates(i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, officersschedule, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants registration statement and other facilities document filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and to all books and recordsCompany or any of its Subsidiaries, Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and shall furnish one another with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all financialother information concerning its business, operating properties and personnel as the other data and information as each, through its officers, employees or agents, party may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of ParentUpon reasonable notice, Merger Sub and Target shall, Parent shall (and shall cause their respective affiliates and their respective each of its Subsidiaries to) afford to the officers, directorsemployees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and agents its Subsidiaries reasonably necessary to hold perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in strict confidence all data and information obtained by them from one another or their respective subsidiariesany material respect and, affiliatesduring such period, directors, officers, employees and agents Parent shall (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that cause each of its Subsidiaries to) furnish promptly to the Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such officersparty's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, directorsStandard & Poor's Corporation, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇'▇ Investor Services, Merger Sub Inc., and with any Governmental Entity or Target, as insurance regulatory authorities which primarily relates to the case may betransactions contemplated hereby. (c) In The Confidentiality Agreement dated June 26, 1997 (the event of "Parent Confidentiality Agreement"), between Parent and the termination of this Company and the confidentiality agreement dated July 30, 1997 (the "Company Confidentiality Agreement"), Parent, Merger Sub between the Company and Target shall, and Parent shall cause their respective affiliates, officers, directors, employees and agents apply with respect to (1) return promptly every document information furnished to them by one another thereunder or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby hereunder and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeother activities contemplated thereby. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and during normal business hours, from the date hereof to until the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiaries, affiliates, the Company Subsidiaries and the officers, directors, employees, auditors and agents to of the Company and the Company Subsidiaries to, afford the officers, employees and agents other Representatives of one another complete Parent and Purchaser reasonable access at all reasonable times to one another’s the officers, employees, agents, properties, offices, plants and other facilities and to all facilities, books and recordsrecords of the Company and each Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish one another Parent and Purchaser with all such financial, operating and other data and information (including the work papers of the Company’s accountants, subject to the prior written consent of the Company’s accountants) as eachParent or Purchaser, through its their officers, employees or agentsand other Representatives, may reasonably request; provided, however, that no party shall be required the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In the event that the Company does not provide access or furnish information which in reliance on the preceding proviso, it is prohibited shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by law this Section 7.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or contract unreasonably create a risk of damage or destruction to provide any property or furnishassets of the Company or any of the Company Subsidiaries. Any access to any Company Leased Real Property shall be subject to the terms of the applicable lease agreement and the Company’s reasonable security measures and insurance requirements. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and All information obtained by them from one another Parent or their respective subsidiariesPurchaser pursuant to this Section 7.4 shall be held confidential in accordance with the Mutual Non-Disclosure Agreement, affiliatesdated as of April 15, directors2010, officers, employees between Parent and agents the Company (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be“Confidentiality Agreement”). (c) In The Company shall consult with Parent in good faith as reasonably requested by Parent to report material (individually or in the event aggregate) operational developments, material changes in the status of relationships with customers and potential customers and material changes in the termination status of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeongoing operations. (d) No investigation pursuant to this Section 2 7.4 or otherwise shall affect any representations representation, warranty, covenant or warranties other agreement in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties heretohereto or any Tender Offer Condition.

Access to Information; Confidentiality. (a) From Subject to the terms and conditions of this Agreement and applicable Law, from the date hereof of this Agreement until the earlier of the termination of this Agreement or the Closing, the Retail Sellers and the Jeanswear N.V. Sellers (as the case may be) shall, and each of them shall cause their Representatives to, give the Purchaser and its Representatives, investment bankers, attorneys and accountants reasonable access to the Effective Timebusiness of each Jeanswear N.V. Company or each Retail Company (as the case may be), as well as their respective operations, properties, personal property, books and records, Contracts and commitments during normal business hours and upon prior notice (provided, that, such access shall not unreasonably interfere with normal operations of any Company and, in the Sellers' discretion, such access may be monitored by an Affiliate or Representative of the Sellers) and shall furnish to the Purchaser and its authorized Representatives, investment bankers, attorneys and accountants such financial and operating data, including financial reports prepared for the directors and officers of any Jeanswear N.V. Company or each Retail Company (as the case may be) or the Sellers, and other information as the Purchaser may reasonably request and instruct the Representatives of Parentthe Companies to assist the Purchaser in its investigation of any Company. Without limiting the generality of the foregoing, Merger Sub the Jeanswear N.V. Sellers or the Retail Sellers (as the case may be) shall (a) provide, or cause to be provided, reasonable access to the properties of any Company and Target (b) use their commercially reasonable efforts to provide, or cause to be provided, reasonable access to the properties of any Company Service Provider, in each case, as the Purchaser may request for purposes of performing audits in order to determine whether the Jeanswear N.V. Sellers and the Retail Sellers are in compliance with the representations and warranties set forth in Sections 4.23(b) and 5.22(b), respectively. (b) For a period of three years following the date hereof, the Jeanswear N.V. Sellers (with respect to the Jeanswear N.V. Companies), the Retail Sellers (with respect to the Retail Companies), and the Purchaser shall, and shall cause their respective subsidiariesRepresentatives, affiliatesAffiliates, officersinvestment bankers, directorsattorneys, employees, auditors accountants and agents to afford the officersto, employees keep confidential and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such or transfer any information to others without regarding any Company or the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as Purchaser (in the case may be. of any Seller), or the Sellers (c) In in the event case of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1Purchaser) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents obtained in connection with the transactions contemplated hereby and any copies thereofor otherwise unless such information (i) is or becomes publicly available (other than as a result of breach of this Section 7.2(b)), and (2ii) is disclosed after written approval for such disclosure has been given by the Purchaser or the Sellers, as appropriate or (iii) is requested pursuant to, or required by applicable Law, to be disclosed (provided, that, the party receiving such request shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof notify the Purchaser, in the case of any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations the Sellers, or warranties the Sellers, in the case of the parties herein Purchaser, so that the applicable party may seek a protective order or the conditions to the obligations of the parties heretoother appropriate remedy).

Access to Information; Confidentiality. (a) From Subject to Section 7.1(b), from the date hereof to Agreement Date until the earlier of the Effective TimeTime and the date, each of if any, on which this Agreement is terminated pursuant to Article X, Target shall (i) provide to Parent (and Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, ’s officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents other representatives) reasonable access during normal business hours upon prior notice to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants offices and other facilities of Target to the facilities, offices, properties, technology, processes, books, business and to all books and financial records, officers, employees, business plans, budget and shall furnish one another with all financialprojections, operating customers, suppliers and other data information of the Target, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Target; and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of Target as eachreasonably requested. Subject to Section 7.1(b), through its from the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, Parent shall (i) provide to Target (and Target’s officers, employees or directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of Parent and its Subsidiaries to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of the Parent and its Subsidiaries, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requestrequested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Parent and its Subsidiaries; and (ii) furnish promptly to Target such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of Parent and its Subsidiaries as reasonably requested. Each of Parent and Target shall use its reasonable efforts to give prompt notice to the other party of any event or circumstance of which it becomes aware that results in any representation or warranty made by such party contained in this Agreement being untrue or inaccurate in any material respect or Target, Parent or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that no party the receipt of any information or the delivery of any notice pursuant hereto shall be required to provide access not limit or furnish information which it is prohibited by law otherwise affect either party’s rights or contract to provide or furnishobligations under this Agreement. (b) Each of Target and Parent (and each of Target’s and Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective ’s officers, directors, employees employees, accountants, consultants, legal counsel, agents and agents to other representatives, respectively) shall hold in strict confidence all data nonpublic information so received in accordance with the terms of the Confidentiality Agreement. If this Agreement is terminated, the Confidentiality Agreement shall continue in full force and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) effect and shall insure that such officers, directors, employees and agents do not disclose such apply to any information delivered by either party to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents other in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madethis Agreement. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or violate applicable Law, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of the Company’s current and prior auditors). Following the date hereof of this Agreement and prior to the Effective Time, each Parent may (but shall not be required to), to the extent permitted by applicable Law, following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the officers, employees and agents no other receipt of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through by Parent or any of its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another employees, investment bankers, attorneys, accountants or their respective subsidiariesother advisors or representatives shall operate as a waiver or otherwise affect any representation, affiliateswarranty, directorscovenant, officers, employees and agents (unless such information is agreement or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination other provision of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties obligations of the parties herein Parties (or remedies with respect thereto) or the conditions to the obligations of the parties heretoParties under this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Subject to applicable law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From During the date hereof Pre-Closing Period, the Company shall provide Parent with (i) reasonable access to the Effective Timeemployees of the Company or any Company Subsidiaries (“Employees”), during regular business hours, upon reasonable advance notice and without unduly interfering with operations for the purpose of providing Parent with an opportunity to discuss post-Closing employment terms and opportunities; provided that one of the persons identified in clause (a) of “Knowledge” shall be permitted to attend any meetings with employees, and (ii) to the extent reasonably requested by Parent, information about each Employee, including the current terms and conditions of his or her employment, and complete copies or, where not previously reduced to writing, summaries of all current agreements and arrangements with each such Employee, subject to applicable Law. Upon reasonable notice, during the Pre-Closing Period, the Company shall, and shall cause each Company Subsidiary and each of Parent, the Company Representatives to (1) provide to Parent and Merger Sub and Target shallthe Parent Representatives access, at reasonable times upon prior notice, to Company Representatives and the properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (2) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense. No investigation conducted pursuant to this Section 5.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Without limiting the foregoing, the Company shall promptly furnish to Parent reports with respect to the Company’s consolidated working capital and Cash and Cash Equivalent balances prepared in the ordinary course of business consistent with past practice. (b) With respect to the information disclosed pursuant to Section 5.3(a), the parties shall comply with, and shall cause their respective subsidiariesRepresentatives to comply with, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents all of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officersobligations under the Confidentiality Agreement, directorsdated as of December 16, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target2015, as amended, executed by the case may beCompany and Parent (the “Confidentiality Agreement”). (c) In This Section 5.3 shall not require the event Company to permit any access, or to disclose any information, that would reasonably be expected to (i) result in any violation of its obligations with respect to confidentiality if the termination Company shall have used commercially reasonable efforts to obtain the consent of this Agreementa necessary Third Party to such inspection or disclosure or (ii) cause any privilege (including attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, Parentwhich may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, Merger Sub and Target shallwhat the Company believes in good faith (after consultation with counsel, and which may be in-house counsel) could be, future litigation; provided that, the parties hereto shall cause their respective affiliates, officers, directors, employees and agents cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) return promptly every document furnished would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to them by one another result in the violation of any such obligations with respect to confidentiality or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection reasonably be likely to cause such privilege to be undermined with the transactions contemplated hereby and any copies thereof, and respect to such information or (2) shall cause others to whom such documents could reasonably (in the good faith belief of the Company (after consultation with counsel, which may have been furnished promptly to return such documents and any copies thereof any be in-house counsel)) be managed through the use of them may have made. (d) No investigation customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall be provided access to such information; provided, further, that the Company shall (x) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any Company Subsidiaries’ confidentiality obligations or are reasonably likely to cause such privilege to be undermined and (y) communicate to the Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto5.3(c)).

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiaries, affiliates, the Company Subsidiaries and the officers, directorsdirectors and employees of the Company and the Company Subsidiaries, employeesto, auditors and agents to afford the officers, employees and agents of one another complete Parent and Merger Sub, at their sole cost and risk, reasonable access at during normal business hours and upon no less than two business days’ advance written notice, from the date hereof through the Effective Date, to all reasonable times to one anotherof the Company’s and the Company Subsidiaries’ officers, employees, agents, properties, officesfacilities, plants books, records, non-privileged correspondence (in each case, whether in physical or electronic form), contracts and other facilities and to all books and recordsassets, and shall request and use its commercially reasonable efforts to cause its agents, accountants, counsel, financial advisors and other Representatives to provide such access, and shall promptly furnish one another with Parent and Merger Sub (i) all financial, operating and other similar data and information, (ii) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws, (iii) all other non-privileged information concerning its and the Company Subsidiaries’ business, properties and personnel, in each case (x) as each, Parent through its their officers, employees or agents, agents may reasonably request; provided, however(y) that are in the possession, that no party custody or control of the Company or a Company Subsidiary and (z) the disclosure of which would not violate any Law. Parent and Merger Sub, at their sole cost and risk, shall be required have the right to provide access make such due diligence investigations as Parent and Merger Sub shall deem necessary or furnish information which it is prohibited by law reasonable, upon reasonable notice to the Company and without disruption or contract damage to provide Company’s operations or furnishproperties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Each of ParentUntil the Effective Time, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event provisions of the termination of this Confidentiality Agreement dated October 9, 2007 and as amended on January 22, 2008, between Parent and the Company (the “Confidentiality Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2”) shall cause others to whom such documents may have been furnished promptly to return such documents remain in full force and any copies thereof any of them may have madeeffect in accordance with its terms. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause each Subsidiary of the Company and each of their respective subsidiaries, affiliatesdirectors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Company Representatives”) (i) to provide to Parent and the Purchaser and their respective directors, officers, employees, auditors agents or advisors (including attorneys, accountants, consultants, bankers and agents to afford financial advisors) (collectively, the officers, employees and agents of one another complete “Parent Representatives”) full access at all reasonable times upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Subsidiaries and to all their books and records, (ii) upon notice by Parent to, and shall in coordination with, any of the individuals set forth on Section 5.3 of the Company Disclosure Schedule, to provide Parent and the Purchaser the reasonable opportunity to communicate with the Company Employees they expect to retain with respect to the benefits and compensation of such employees following the Acceptance Time, (iii) to furnish one another with all promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may request in writing, and (iv) to provide to Parent and the Purchaser such reasonable access to stock transfer records and other information related to the ownership of capital stock of the Company, including access to the Company’s transfer agent, as eachParent may request. Such access shall include the right to conduct Phase I environmental reviews at any property, through office or other facility of the Company and its officers, employees or agents, may reasonably requestSubsidiaries; provided, however, that no party such access shall not include any right to test or take samples of air, water, groundwater, soil or any other media at any property. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries shall be required to provide access to or furnish to disclose information which it is prohibited where such access or disclosure would contravene any Law. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by law or contract to provide or furnishthe Company in this Agreement. (b) Each of ParentWith respect to the information disclosed pursuant to Section 5.3(a), Merger Sub and Target shallParent shall comply with, and shall cause their respective affiliates the Parent Representatives to comply with, all of its obligations under the Nondisclosure Agreement, the confidentiality provisions of which shall survive and their respective officersbe binding upon the Company and Parent until the Acceptance Time, directors, employees and agents notwithstanding anything to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may becontrary contained therein. (c) In Within 15 Business Days after the event of the termination date of this Agreement, Parentthe Company will provide to Parent the information described in the first sentence of Section 3.14(a) and in Section 3.14(b) with respect to Foreign Employee Benefit Plans. Prior to the delivery of such information, Merger Sub the representations and Target shallwarranties in the first sentence of Section 3.14(a) and in Section 3.14(b) shall apply to Foreign Employee Benefit Plans only to the extent of the Knowledge of the Company. From and after the delivery of such information, the representations and warranties in the first sentence of Section 3.14(a) and in Section 3.14(b) shall cause their respective affiliatesbe deemed to be made with respect to Foreign Employee Benefit Plans without regard to the preceding sentence. In addition, officersuntil the delivery of the information described in the preceding sentences, directorsthe representations and warranties set forth in the portions of Section 3.14 other than the first sentence of Section 3.14(a) and Section 3.14(b), as they relate to Foreign Employee Benefit Plans, shall be limited to the Knowledge of the Company. From and after the delivery of such information, the preceding sentence shall no longer apply. A “Foreign Employee Benefit Plan” is any Employee Benefit Plan that provides benefits only for employees and agents to (1) return promptly every document furnished to them by one another or directors of the Company or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties its Subsidiaries who are employed outside of the parties herein or the conditions to the obligations of the parties heretoUnited States.

Access to Information; Confidentiality. (a) From the date hereof Subject to the Effective Timecompliance with applicable Law, each of Parent, Merger Sub and Target shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates, officers, directors, employees, auditors afford to Parent and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s its officers, employees, agentsaccountants, counsel, financial advisors and other representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, officesbooks, plants contracts, commitments, personnel and other facilities records and shall cause its and its Subsidiaries’ outside counsel, accountants and financial advisors to all books cooperate with Parent and recordsthe Parent Representatives in their investigation of Target and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish one another with all financialpromptly to Parent and the Parent Representatives (a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of applicable Law (including federal and state securities laws) and (b) all other information concerning its and its Subsidiaries’ business, properties and personnel as each, through its officers, employees Parent or agents, any of the Parent Representatives may reasonably request; provided, howeverprovided that Target shall not have any obligation to deliver any such information to the extent that Target determines, in it sole and absolution discretion, that no party such information is of a competitive nature or sensitive to the operations of Target or any of its Subsidiaries. All information provided pursuant to this Section 5.8(a) shall be required subject to provide access or furnish information which it is prohibited by law or contract to provide or furnishthe confidentiality agreement, dated April 1, 2010 between Target and Parent (the “Confidentiality Agreement”). (b) Each of ParentSubject to compliance with applicable Law, Merger Sub and Target Parent shall, provide to Target and shall cause their respective affiliates and their respective its officers, directorsemployees, employees accountants, counsel, financial advisors and agents other representatives (collectively, the “Target Representatives”), such information concerning its and its Subsidiaries’ business, properties and personnel as Target or any of the Target Representatives may reasonably request; provided that Parent shall not have any obligation to hold deliver any such information to the extent that Parent determines, in strict confidence all data it sole and information obtained by them from one another or their respective subsidiariesabsolution discretion, affiliates, directors, officers, employees and agents (unless that such information is of a competitive nature or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information sensitive to others without the prior written consent operations of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another Parent or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation its Subsidiaries. All information provided pursuant to this Section 2 5.8(b) shall affect any representations or warranties of the parties herein or the conditions be subject to the obligations of the parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (which such Person shall use commercially reasonable efforts to cause the counterparty thereto to waive), from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause each Company Subsidiary and each of their respective subsidiariesRepresentatives, affiliates(collectively, officers“Company Representatives”) to: (i) provide to Parent and the Purchaser and their respective Representatives (collectively, directorsthe “Parent Representatives”) reasonable access during normal business hours upon prior notice to the personnel, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all books the books, records and recordsContracts thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, and shall furnish one another with all financialproperties, operating contracts, assets, liabilities, personnel and other data aspects of such party and information its Subsidiaries as each, through its officers, employees Parent or agents, the Parent Representatives may reasonably request; provided, however, request (it being understood that no party a request for information of the type provided by the Company to the Purchaser prior to the date hereof shall be required deemed reasonable for this purpose). No investigation conducted pursuant to provide access this Section 5.3(a) shall affect or furnish information which it is prohibited by law be deemed to modify or contract to provide limit any representations, warranties, conditions or furnishrights of the parties hereto contained in this Agreement. (b) Each of ParentPrior to the Effective Time, Merger Sub and Target shallwith respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall cause their respective affiliates the Parent Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated July 21, 2009, as amended, by and their respective officers, directors, employees between the Company and agents Parent (the “Confidentiality Agreement”); provided that Parent shall be entitled to hold share any Confidential Information (as defined in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawthe Confidentiality Agreement) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent otherwise discuss consideration of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby by this Agreement with potential debt and any copies thereof, equity financing sources and (2) the Confidentiality Agreement shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madebe deemed so amended. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. All information furnished pursuant to this Agreement shall be subject to the Amended and Restated Confidentiality Agreement, dated as of October 4, 2020 (a) From as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. On reasonable notice, during normal business hours during the period from the date hereof of this Agreement to the earlier of the First Effective Time, each of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees Time or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parentsolely in connection with the Mergers and the other transactions contemplated hereby or integration planning relating thereto, Merger Sub and Target (i) the Company shall, and shall cause their its Subsidiaries to, afford to Parent and its Representatives reasonable access to its properties, books, contracts and records and (ii) the Company shall, and shall cause its respective affiliatesSubsidiaries to, officersmake available to Parent all other information not made available pursuant to clause (i) of this Section 8.01(a) concerning its businesses, directorsproperties and personnel, employees in the case of each of clause (i) and agents (ii), as the other party reasonably requests and in a manner so as to (1) return promptly every document furnished to them by one another not unreasonably interfere with the normal business operations of the Company or any of their respective subsidiariesits Subsidiaries. During such period described in the immediately preceding sentence, affiliateson reasonable notice and subject to Applicable Law and during normal business hours, officers, directors, employees and agents the Company shall instruct its pertinent Representatives to reasonably cooperate with Parent in connection with its review of any such information provided or made available pursuant to the transactions contemplated hereby and immediately preceding sentence. No information or knowledge obtained in any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No review or investigation pursuant to this Section 2 8.01 shall affect or be deemed to modify any representations representation or warranties of warranty made by the parties herein Company or the conditions Parent pursuant to the obligations of the parties heretothis Agreement.

Access to Information; Confidentiality. (a) From As permitted by applicable law, from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall use its best efforts to cause their respective its subsidiaries, affiliatesofficers, directors and employees to: (i) provide to Ford, Parent and FSG II and their officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents to afford the officersother representatives (collectively, employees and agents of one another complete “Representatives”) access at all reasonable times upon prior notice to one another’s its officers, employees, agents, properties, offices, plants offices and other facilities and to all its books and recordsrecords and (ii) furnish promptly such information concerning its business, properties, contracts, assets, liabilities and shall furnish one another with all financialpersonnel as Ford, operating and other data and information as each, through its officers, employees Parent or agents, FSG II or their Representatives may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of ParentFord, Merger Sub Parent and Target shallFSG II agrees to, and shall cause their respective affiliates its Representatives to: (i) treat and their respective officers, directors, employees hold as confidential all information relating to the Company and agents to hold in strict confidence all data and information obtained by them from one another or their respective its subsidiaries, affiliates(ii) in the event that Ford, directorsParent or FSG II or any of their Representatives becomes legally compelled to disclose any such information, officersprovide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other remedy or waive compliance with this Section 7.04, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawiii) and shall insure in the event that such officersprotective order or other remedy is not obtained, directorsor the Company waives compliance with this Section 7.04, employees furnish only that portion of such confidential information which is legally required to be provided and agents do exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that this sentence shall not disclose apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement. The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 7.04 are inadequate and that in addition thereto parties shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may bebreach. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 7.04 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date hereof to until the Company Merger Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiariesthe U.S. Subsidiaries and Foreign Subsidiaries and the Representatives of the Company and the U.S. Subsidiaries and Foreign Subsidiaries to, affiliatesafford Parent and its Representatives, officersfollowing notice from Parent to the Company in accordance with this Section 7.03, directors, employees, auditors and agents reasonable access during normal business hours to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all facilities, books and recordsrecords of the Company and each U.S. Subsidiary and Foreign Subsidiary, and shall furnish one another with all other financial, operating and other data and information as each, through its officers, employees or agents, Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors or (iii) damage any property or any portion thereof except to the extent such damage caused by Parent or its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that no party neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall be required to provide access to or furnish to disclose information which it is prohibited by law where such access or contract disclosure would jeopardize the attorney-client privilege of the Company or the U.S. Subsidiaries or Foreign Subsidiaries or contravene any Law or binding agreement entered into prior to provide the date of this Agreement (provided that the Company and the U.S. Subsidiaries and Foreign Subsidiaries shall use commercially reasonable efforts to obtain consent from the applicable Third Party or furnishenter into a customary joint defense agreement to enable the disclosure of such information). No investigation conducted under this Section 7.03, however, shall affect or be deemed to modify any representation or warranty made in this Agreement. (b) Each of ParentPrior to the Company Merger Effective Time, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation Parent pursuant to this Section 2 7.03 shall affect be kept confidential in accordance with the confidentiality agreement dated May 9, 2007 between Tishman Speyer Development Corp. and the Company (the “Confidentiality Agreement”). Notwithstanding the foregoing, Parent and its Representatives may furnish Evaluation Material (as defined in the Confidentiality Agreement) to any representations Person in connection with such Person’s potential investment in or warranties provision of financing to Parent or its affiliates or evaluation of the parties herein acquisition of assets of the Company, U.S. Subsidiary or Foreign Subsidiary in connection with or following the conditions Closing, in each case, so long as any such Person has entered into a confidentiality agreement with the Company substantially similar to the obligations Confidentiality Agreement or has agreed in writing to be bound by the provisions of the parties heretoConfidentiality Agreement to the same extent as if an original party signatory thereto.

Access to Information; Confidentiality. (a) From Subject to the restrictions imposed by the HSR Act and Foreign Antitrust Laws, from and after the date hereof to of this Agreement until the Effective Control Time, each of Parent, Merger Sub the Company will use best efforts to (i) give Parent and Target shall, Purchaser and shall cause their respective subsidiaries, affiliates, officers, directors, Representatives reasonable access during normal business hours to all employees, auditors and agents to afford the officersplants, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants offices and other facilities and to all books books, contracts, commitments and records, records (including Tax returns) of the Company and shall furnish one another with all financial, operating its Subsidiaries and cause the Company’s Representatives to provide access to their work papers and such other data and information as each, through its officers, employees Parent or agents, Purchaser may reasonably request; provided, however(ii) permit Parent and Purchaser to make such non-invasive inspections as they may reasonably request, that no party shall be required (iii) cause its and its Subsidiaries’ officers to provide access furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Purchaser may from time to time reasonably request, and (iv) furnish information which it is prohibited promptly to Parent and Purchaser a copy of each report, schedule and other document filed or received by law the Company or contract any of its Subsidiaries during such period pursuant to provide the requirements of the federal or furnishstate securities Laws. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information Information obtained by them from one another Parent or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawPurchaser pursuant to Section 6.2(a) and shall insure that such officers, directors, employees and agents do not disclose such information be subject to others without the prior written consent provisions of ▇▇▇▇▇▇, Merger Sub or Target, as the case may beConfidentiality Agreement. (c) In Nothing in this Section 6.2 shall require the event Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the termination Company would (i) violate any of this Agreementits respective obligations with respect to confidentiality, Parent, Merger Sub and Target shall, provided that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure and shall cause their respective affiliatesdisclose or describe such information to the fullest extent possible consistent with such obligations, officersor (ii) result in a violation of applicable law, directors, employees and agents to (1) return promptly every document furnished to them by one another including the HSR Act or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeForeign Antitrust Laws. (d) No investigation pursuant to this Section 2 by and of any party or its Representatives shall affect any representations the representations, warranties, covenants, agreements, rights or warranties remedies of the parties herein or the conditions to the obligations of the parties heretoset forth herein.

Access to Information; Confidentiality. (a) Subject to applicable Law and Section 6.4(b), upon reasonable notice during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) afford the Commitment Parties and their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the Company’s and its Subsidiaries’ business or operations, to the Company’s and its Subsidiaries’ employees, properties, books, Contracts and records and, during the Pre-Closing Period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to such parties all reasonable information concerning the Company’s and its Subsidiaries’ business, properties and personnel as may reasonably be requested by any such party, provided that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company or any of its Subsidiaries to violate any of their respective obligations with respect to confidentiality to a third party if the Company shall have used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (ii) to disclose any legally privileged information of the Company or any of its Subsidiaries or (iii) to violate any applicable Laws or Orders. All requests for information and access made in accordance with this Section 6.4 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officers. (b) From and after the date hereof to until the Effective Timedate that is one (1) year after the expiration of the Pre-Closing Period, each of Parent, Merger Sub and Target Commitment Party shall, and shall cause their respective subsidiariesits Representatives to, affiliates(i) keep confidential and not provide or disclose to any Person any documents or information received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 6.4(a), officers, directors, employees, auditors Section 6.5 or in connection with a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and agents who agrees to afford observe the officers, employees terms of this Section 6.4(b) (and agents such Commitment Party will remain liable for any breach of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and recordssuch terms by any such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall furnish one another with all financial, operating and other data and not apply in respect of documents or information as each, that (A) is now or subsequently becomes generally available to the public through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination violation of this AgreementSection 6.4(b), Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents (B) becomes available to (1) return promptly every document furnished to them by one another a Commitment Party or its Representatives on a non-confidential basis from a source other than the Company or any of its Subsidiaries or any of their respective subsidiariesRepresentatives, affiliates, officers, directors, employees and agents (C) becomes available to a Commitment Party or its Representatives through document production or discovery in connection with the transactions contemplated hereby and Chapter 11 Cases or other judicial or administrative process, but subject to any copies thereofconfidentiality restrictions imposed by the Chapter 11 Cases or other such process, and or (2D) shall cause others such Commitment Party or any Representative thereof is required to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation disclose pursuant to this Section 2 judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative shall affect any representations provide the Company with prompt written notice of such legal compulsion and cooperate with the Company to obtain a protective Order or warranties similar remedy to cause such information or documents not to be disclosed, including interposing all available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally required to be disclosed and shall exercise its commercially reasonable efforts (at the parties herein Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or the conditions to the obligations of the parties heretodocuments.

Access to Information; Confidentiality. (a) From Section 5.6.1 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party, and subject to applicable Law, from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiaries, affiliates, each Company Subsidiary to: (A) provide to Parent and its officers, directors, employees, auditors accountants, consultants, legal counsel, advisors, agents and agents other representatives (collectively, “Parent Representatives”), upon reasonable prior notice to afford the officersCompany, employees reasonable access during normal business hours to the officers of the Company and agents of one another complete access at all reasonable times the Company Subsidiaries and to one another’s officers, employees, agentsthe books and records thereof and (B) furnish promptly such information concerning the business, properties, officescontracts, plants assets, liabilities, personnel and other facilities aspects of the Company and to all books and records, and shall furnish one another with all financial, operating and other data and information the Company Subsidiaries as each, through its officers, employees Parent or agents, the Parent Representatives may reasonably request; provided, however, that no party any such access shall be conducted at a reasonable time, upon reasonable advance notice to the Company and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary; provided further, that the Company shall not be required to provide (or cause any Company Subsidiary to) so afford such access or furnish such information which it is prohibited by law or contract to provide or furnishthe extent that doing so would result in the loss of attorney-client privilege. (b) Each Section 5.6.2 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any Parent Subsidiary is a party, and subject to applicable Law, from the date of Parentthis Agreement to the Effective Time, Merger Sub and Target Parent shall, and shall cause their respective affiliates each Parent Subsidiary to: (A) provide to the Company and their respective its officers, directors, employees employees, accountants, consultants, legal counsel, advisors, agents and agents other representatives (collectively, “Company Representatives”), upon reasonable prior notice to hold in strict confidence all data Parent, reasonable access during normal business hours to the officers of Parent and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees the Parent Subsidiaries and agents to the books and records thereof and (unless B) furnish promptly such information is concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Parent and the Parent Subsidiaries as the Company or becomes readily ascertainable from public the Company Representatives may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to Parent and in such a manner as not to interfere unreasonably with the operation of any business conducted by Parent or published information any Parent Subsidiary; provided further, that Parent shall not be required to (or trade sources cause any Parent Subsidiary to) so afford such access or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose furnish such information to others without the prior written consent extent that doing so would result in the loss of ▇▇▇▇▇▇, Merger Sub or Target, as the case may beattorney-client privilege. (c) In Section 5.6.3 Within 20 Business Days following the event date hereof, the Company will deliver to Parent a true and accurate copy of each Contract to which the termination of this AgreementCompany or any Company Subsidiary, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiariesassets, affiliatesproperties, officersbusinesses or operations is a party to, directorsor bound or affected by, employees or receives benefits under, and agents that: (a) prohibits or restricts the Company or any Company Subsidiary from soliciting any person for employment or hire, or (b) fits within the description set forth in connection the parenthetical in the last six lines of Section 3.12(f) and that were not included in Section 3.12 of the Company Disclosure Schedule. Section 5.6.4 The Company shall provide Parent with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any periodic reports set forth on Section 5.6.4 of them may have madethe Company Disclosure Schedule. (d) No investigation Section 5.6.5 With respect to the information disclosed pursuant to this Section 2 shall affect any representations or warranties of 5.6, the parties herein or shall comply with, and cause their respective representatives to comply with, all of their obligations under the conditions to letter agreement, dated as of June 25, 2012, entered into by the obligations of Company and Parent (the parties hereto“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) From the date hereof Subject to Applicable Law, upon reasonable advance notice to the Effective TimeCompany, each of Parent, Merger Sub and Target shall, the Company shall (and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors the Company Subsidiaries and agents to afford the officers, employees directors and agents of one another complete access at all the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable times access, during normal business hours throughout the Pre-Closing Period, to one another’s its officers, employees, agents, properties, officesbooks, plants and other facilities and to all books Contracts and records, and, with the Company’s consent, which shall not be unreasonably withheld, delayed or conditioned, to the employees of the Company and the Company Subsidiaries; and shall furnish one another with Parent and Merger Sub all financial, operating and other data and information as each, Parent and Merger Sub through its their officers, employees or agents, may reasonably request; providedprovided that none of the Company, however, that no party any Company Subsidiary and any Representative of the Company shall be required to provide such access to or to disclose such information where such access or furnish information which it is prohibited by law disclosure would in the good faith judgment of the Company (i) contravene any Applicable Law, Contract of the Company or contract any Company Subsidiary or Order, (ii) would reasonably be expected to provide violate or furnishresult in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially interfere with the conduct of the business of the Company or any of the Company Subsidiaries. (b) Each of Parent, No information or knowledge obtained by Parent or Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to Section 6.02, this Section 2 6.04 or otherwise shall affect or be deemed to affect or modify any representations representation, warranty, covenant or warranties of agreement made by the parties herein or Company contained herein, the conditions to the obligations of the parties heretoto consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Each of Parent and Merger Sub acknowledges that all information provided to it or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be provided under, and shall be treated in accordance with, the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiaries, affiliates, the Company Subsidiaries and the officers, directors, employees, auditors employees and agents to of the Company and the Company Subsidiaries to, afford the officers, employees and agents of one another complete Holding and Comsys, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to one another’s their respective officers, employees, agents, properties, officesfacilities, plants books, records, contracts and other facilities and to all books and records, assets and shall furnish one another with Holding and Comsys all financial, operating and other data and information as each, Holding or Comsys through its their respective officers, employees or agents, agents may reasonably request; provided. Holding and Comsys, howeverat their sole cost and risk, that no party shall be required have the right to provide access make such due diligence investigations as they shall deem necessary or furnish information which it is prohibited by law reasonable, upon reasonable notice to the Company and without disruption or contract damage to provide the Company's operations or furnishproperties. No additional investigations or disclosures shall affect the Company's and Merger Sub's representations and warranties contained herein, or limit or otherwise affect the remedies available to Holding or Comsys pursuant to this Agreement. (b) Each of Parent, Merger Sub and Target Holding shall, and shall cause their respective affiliates the Holding Subsidiaries and their respective the officers, directors, employees and agents to hold in strict confidence all data of Holding and information obtained by them from one another or their respective subsidiariesthe Holding Subsidiaries to, affiliates, directors, afford the officers, employees and agents (unless such information is or becomes readily ascertainable of the Company, at its sole cost and risk, reasonable access at all reasonable times from public or published information or trade sources or public disclosure or such information is required by law) the date hereof through the Effective Date to their respective officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall insure that such furnish the Company all financial, operating and other data and information as the Company through its officers, directorsemployees or agents may reasonably request. The Company, employees at its sole cost and agents do not disclose risk, shall have the right to make such information due diligence investigations as it shall deem necessary or reasonable, upon reasonable notice to others Holding and Comsys and without disruption or damage to Holding's or Comsys' respective operations or properties. No additional investigations or disclosures shall affect Holding's or Comsys' representations and warranties contained herein, or limit or otherwise affect the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as remedies available to the case may beCompany pursuant to this Agreement. (c) In the event The provisions of the termination of this Confidentiality Agreement, Parentdated July 16, Merger Sub 2003, as amended, between Comsys and Target shallthe Company (as so amended, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2"CONFIDENTIALITY AGREEMENT") shall cause others to whom such documents may have been furnished promptly to return such documents remain in full force and any copies thereof any of them may have madeeffect in accordance with its terms. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to of this Agreement through the Effective TimeTime (or if earlier, each of Parentthe date on which this Agreement is terminated pursuant to Article VII), Merger Sub and Target the Company shall, and shall cause their respective subsidiariesits Subsidiaries to use commercially reasonable efforts to, affiliatesupon reasonable notice, officers, directors, employees, auditors (i) provide to PubCo and agents its Representatives reasonable access during normal business hours to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsproperties, books, records, work papers and other documents and information relating to the Company and its Subsidiaries, (ii) furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to the Company and its Subsidiaries, as PubCo or its Representatives may reasonably request, (iii) permit PubCo’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 that are responsible for the Company’s financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to PubCo copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Transactions. (b) From the date of this Agreement through the Effective Time (or if earlier, the date on which this Agreement is terminated pursuant to Article VII), PubCo shall, and shall cause its Subsidiaries to use commercially reasonable efforts to, upon reasonable notice, (i) provide to the Company and its Representatives reasonable access during normal business hours to the officers, employees, properties, officesbooks, plants records, work papers and other facilities documents and information relating to all books PubCo and its Subsidiaries, (ii) furnish promptly such information, including copies of books, records, and shall furnish one another with all financialwork papers, operating Tax Returns and other data documents and information relating to PubCo and its Subsidiaries, as each, through the Company or its officers, employees or agents, Representatives may reasonably request; provided, however(iii) permit the Company’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 PubCo that no are responsible for PubCo’s financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to the Company copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Transactions. (c) Notwithstanding the foregoing, neither PubCo nor the Company shall be required to provide such access if it reasonably determines that it would (i) materially disrupt or furnish information which it is prohibited by law impair the business or contract to provide operations of PubCo or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or TargetCompany, as the case may be. (c) In the event of the termination of this Agreementapplicable, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiariesSubsidiaries, affiliatesor (ii) constitute a violation of any applicable Law. Nothing herein shall require the Company or PubCo or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, officers, directors, employees and agents work product doctrine or similar privilege or violate any confidentiality obligation of such Party existing as of the date of this Agreement (provided that such Party shall use reasonable best efforts to permit such disclosure to be made in connection a manner consistent with the transactions contemplated hereby and protection of such privilege or to obtain any copies thereofconsent required to permit such disclosure to be made without violation of such confidentiality obligations, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeas applicable). (d) No investigation pursuant PubCo and the Company shall comply with and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, with respect to the information disclosed under this Section 2 shall affect any representations or warranties 5.03. The Company acknowledges that the information provided to it is subject to the terms of the parties herein or the conditions to the obligations of the parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. (a) From During the Interim Period, to the extent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, personnel and records and, during such period, each of the Company and Park shall, and shall cause the Company Subsidiaries and the Park Subsidiaries, respectively, to, (i) furnish to the other Party all other information (financial or otherwise) concerning its business, properties, offices, books, contracts, records and personnel as such other Party may from time to time reasonably request, (ii) furnish reasonably promptly to the other Party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, except to the extent such materials are otherwise publicly available, and (iii) with respect to the Company and the Company Subsidiaries and subject to the terms of the Company Ground Leases and the Company Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any Company Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, however that Parent shall indemnify the Company for any losses, costs or damages caused by the access described in clause (iii) of this Section 7.5(a); provided, further, that no investigation pursuant to this Section 7.5 shall affect or be deemed to modify any of the representations or warranties made by the Company or the Park Parties, as applicable, hereto and all such access shall be coordinated through the Company or Park, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor the Park Parties shall be required by this Section 7.5 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date hereof of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Park, as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (if the Company or Park, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or legal duty), or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (if the Company or Park, as applicable, has used its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). Each of the Company and the Park Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Effective Time, the Company and each of Parent, Merger Sub and Target shallthe Park Parties shall not, and shall cause their respective subsidiariesRepresentatives and Affiliates not to, affiliatescontact or otherwise communicate with parties with which the other Party has a business relationship regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party not to be unreasonably withheld, officersconditioned or delayed (provided that, directorsfor the avoidance of doubt, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party nothing in this Section 7.5(a) shall be required deemed to provide access or furnish information which it is prohibited by law or contract to provide or furnishrestrict a Party and its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the ordinary course)). (b) Each of Parent, Merger Sub the Company and Target shallPark shall hold, and shall will cause their its respective affiliates Representatives and their respective officersAffiliates to hold, directorsany nonpublic information, employees and agents including any information exchanged pursuant to hold this Section 7.5, in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is to the extent required by law) and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall insure that such officers, directors, employees remain in full force and agents do not disclose such information effect pursuant to others without the prior written consent terms thereof notwithstanding the execution and delivery of ▇▇▇▇▇▇, Merger Sub this Agreement or Target, as the case may betermination of this Agreement. (c) In The Company shall cooperate and participate, as reasonably requested by Park from time to time and to the event extent consistent with applicable Law, in Park’s efforts to oversee the integration of the termination of this Agreement, Parent, Merger Sub and Target shallParties’ operations in connection with, and shall cause their respective affiliatestaking effect upon consummation of, officersthe Merger, directors, employees including providing such reports on operational matters and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees participating on such teams and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents committees as Park may have been furnished promptly to return such documents and any copies thereof any of them may have madereasonably request. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From TURNKEY shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to TTHX and its representatives reasonable access during normal business hours during the date hereof period prior to the Effective Time to its and to TURNKEY ’s properties, books, contracts, commitments, personnel and records and, during such period, TURNKEY shall, and shall cause its officers, employees and representatives to, furnish promptly to TTHX all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, during the period prior to the Effective Time, each TTHX shall provide TURNKEY and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable TURNKEY to confirm the accuracy of Parentthe representations and warranties of TTHX set forth herein and compliance by TTHX of its obligations hereunder, Merger Sub and Target and, during such period, TTHX shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the its officers, employees and agents representatives to, furnish promptly to TURNKEY upon its request (i) a copy of one another complete access at each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all reasonable times other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to one another’s time reasonably request. Except as required by law, each of TURNKEY and TTHX will hold, and will cause its respective directors, officers, employees, agentsaccountants, propertiescounsel, offices, plants financial advisors and other facilities representatives and affiliates to all books and recordshold, and shall furnish one another with all financial, operating and other data and any nonpublic information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishin confidence. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date hereof to until the Effective TimeClosing, each of Parent, Merger Sub Seller and Target shallshall (i) give, and shall cause their respective subsidiariesTarget and its Subsidiaries to give, affiliatesBuyer, officersits counsel, directors, employeesfinancial advisors, auditors and agents other authorized representatives reasonable access to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsoffices, properties, offices, plants books and other facilities records of Target and its Subsidiaries and to all the books and recordsrecords of Seller relating to Target and its Subsidiaries, (ii) furnish, and shall furnish one another with all financialcause Target and its Subsidiaries to furnish, operating to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Target and its Subsidiaries as each, through its officers, employees or agents, such Persons may reasonably request; providedrequest and (iii) instruct the employees, howevercounsel and financial advisors of Seller, that no party Target and Target’s Subsidiaries to cooperate with Buyer in its investigation of Target and its Subsidiaries. No investigation by Buyer or other information received by Buyer shall be required to provide access operate as a waiver or furnish information which it is prohibited otherwise affect any representation, warranty, covenant or agreement given or made by law or contract to provide or furnishSeller in this Agreement. (b) Each of ParentSubject to applicable Law, Merger Sub and Target shallfrom the date hereof until the Closing, Buyer shall (i) give, and shall cause their respective affiliates its Subsidiaries to give, Seller, its counsel, financial advisors, auditors and their respective officersother authorized representatives reasonable access to the offices, directorsproperties, employees books and agents records of Buyer and its Subsidiaries, (ii) furnish, and shall cause its Subsidiaries to hold in strict confidence all furnish, to Seller, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information obtained relating to Buyer and its Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Buyer and its Subsidiaries to cooperate with Seller and Target in its investigation of Buyer and its Subsidiaries. No investigation by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub Seller or Target, or other information received by Seller or Target, shall operate as the case may bea waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Buyer in this Agreement. (c) In Anything to the event contrary in Section 4.3(a) or (b) notwithstanding, (i) access rights pursuant to Section 4.3(a) or (b) shall be exercised in such manner as not to interfere unreasonably with the conduct of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another Business or the Buyer Business or any other business of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, party granting such access and (2ii) shall cause others the party granting access may withhold any document (or portions thereof) or information (A) that is subject to whom the terms of a non-disclosure agreement with a third party, (B) 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 documents may have been furnished promptly party’s counsel, constitutes a waiver of any such privilege or (C) if the provision of access to return such documents and any copies thereof any of them may have madedocument (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws (including Competition Laws). (d) No investigation All information provided to Buyer or to Seller or Target pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions 4.3 prior to the obligations Closing shall be held as Confidential Information (as defined in the Mutual Confidentiality Agreement, dated as of August 29, 2014, among Seller, Buyer and Target (the parties hereto“Confidentiality Agreement”)) and shall be subject to the Confidentiality Agreement, the terms of which are incorporated herein by reference. The Confidentiality Agreement shall continue in full force and effect until the Closing, at which time it shall automatically terminate.

Access to Information; Confidentiality. Until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms: (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target ▇▇▇▇▇▇ shall, and shall cause each of its Subsidiaries to, to the extent permitted by applicable Law, afford to Saturn and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the normal operation of ▇▇▇▇▇▇ and its Subsidiaries, to all their respective subsidiariesproperties, affiliatesassets, officersbooks, directorsrecords, employeesContracts, auditors commitments, personnel and agents members of their executive management teams, during such period, ▇▇▇▇▇▇ shall, and shall cause each of its Subsidiaries to, furnish promptly to afford Saturn and its Representatives, as applicable, all information concerning the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsbusiness, properties, offices, plants assets and other facilities Contracts of ▇▇▇▇▇▇ and to all books and records, and shall furnish one another with all financial, operating and other data and information its Subsidiaries as each, through its officers, employees or agents, may be reasonably requestrequested by such parties; provided, however, that no party the foregoing shall be required not require ▇▇▇▇▇▇ or its Subsidiaries to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such any information to others without the prior written consent extent such disclosure would (i) contravene applicable Law or the provisions of any Contract to which ▇▇▇▇▇▇ or its Subsidiaries is a party, or (ii), in ▇▇▇▇▇▇’▇ good faith determination, Merger Sub or Targetconstitute information protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) and (ii), ▇▇▇▇▇▇ and its Subsidiaries shall cooperate in good faith with Saturn and its Representatives to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information provided in connection with this Agreement shall be held confidential in accordance with the terms of the confidentiality letter agreement entered into between ▇▇▇▇▇▇ and Saturn dated as of March 22, 2017 (the case may be“Confidentiality Agreement”). (cb) In the event of the termination of this Agreement, Parent, Merger Sub and Target Saturn shall, and shall cause each of its Subsidiaries to, to the extent permitted by applicable Law, afford to ▇▇▇▇▇▇ and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the normal operation of Saturn and its Subsidiaries, to all their respective affiliatesproperties, officersassets, directorsbooks, employees records, Contracts, commitments, personnel and agents to (1) return promptly every document furnished to them by one another or any members of their respective subsidiariesexecutive management teams, affiliatesduring such period, officersSaturn shall, directorsand shall cause each of its Subsidiaries to, employees furnish promptly to ▇▇▇▇▇▇ and agents its Representatives, as applicable, all information concerning the business, properties, assets and Contracts of Saturn and its Subsidiaries as may be reasonably requested by such parties; provided, however, that the foregoing shall not require Saturn or its Subsidiaries to disclose any information to the extent such disclosure would (i) contravene applicable Law or the provisions of any Contract to which Saturn or its Subsidiaries is a party, or (ii), in Saturn’s good faith determination, constitute information protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) and (ii), Saturn and its Subsidiaries shall cooperate in good faith with ▇▇▇▇▇▇ and its Representatives to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information provided in connection with this Agreement shall be held confidential in accordance with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any terms of them may have madethe Confidentiality Agreement. (dc) No investigation pursuant to this Section 2 5.5 or information provided, made available or delivered to Saturn or ▇▇▇▇▇▇ pursuant to this Agreement shall affect any representations or warranties of the parties herein representations, warranties, covenants, rights or remedies, or the conditions to the obligations of the parties heretohereunder and no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, the Company shall, shall cause each of Parent, Merger Sub and Target shallCompany Subsidiary, and shall use its reasonable best efforts to cause VELCO and each of their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents, and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company, any Company Subsidiary or VELCO, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices, plants offices and other facilities of the Company, the Company Subsidiaries and VELCO and to all the books and recordsrecords thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and shall furnish one another with all financialliabilities of the Company, operating Company Subsidiaries and other data and information VELCO as each, through its officers, employees Parent or agents, the Parent Representatives may reasonably request; and (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity; provided, however, that no party the Company shall not be required to provide (or to cause any Company Subsidiary or VELCO to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which it the Company or any Company Subsidiary is prohibited a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). No review pursuant to this Section 5.3 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by law or contract any of the parties hereto to provide or furnishany of the other parties hereto. (b) Each of ParentWith respect to the information disclosed pursuant to Section 5.3(a), Merger Sub and Target shallParent shall comply with, and shall cause their respective affiliates each Parent Subsidiary and their respective officerseach Parent Representative to comply with, directorsall of its obligations under the Confidentiality Agreement dated February 10, employees 2011 by and agents to hold in strict confidence all data between the Company and information obtained by them from one another or their respective subsidiariesParent (the “Confidentiality Agreement”). Notwithstanding the foregoing, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and the Confidentiality Agreement shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, be deemed amended as the case may be. (c) In the event of the termination of this Agreementdate hereof to permit Parent and its affiliates to take any action permitted to be taken hereunder, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them including any action taken by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents Parent in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madean Acquisition Proposal by a Person other than Parent. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiarieseach Subsidiary to, affiliatesafford to Parent, and to Parent’s officers, directors, employees, auditors accountants, counsel, consultants, financial advisors and agents other Representatives, access at reasonable times upon reasonable prior notice during the period prior to afford the Effective Time to all of its and its Subsidiaries’ facilities, properties, books and records (including stock records and access to its transfer agent) and to those officers, employees and agents of one another complete the Company to whom Parent reasonably requests access at (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shall furnish, as promptly as practicable, to Parent all reasonable times to one another’s officersinformation concerning its and its Subsidiaries’ business, employeesfinances, agentsoperations, properties, offices, plants properties and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information personnel as each, through its officers, employees or agents, Parent may reasonably request; provided, howeverand Parent shall be entitled to undertake environmental investigations at any of the properties owned, that no party operated or leased by the Company or any of its Subsidiaries (so long as such access (including any environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or furnish disclose information which it is prohibited by law or contract to provide documentation (a) where such access or furnish. disclosure would contravene any Law or (b) Each relating to (y) the consideration, negotiation and performance of Parentthis Agreement and related agreements and (z) except as required by Section 5.02, Merger Sub any Takeover Proposal made after the execution of this Agreement (provided that, in the case of clause (a), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law). Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of January 18, 2011 between Parent and Target shallthe Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause their respective affiliates and their its respective officers, directorsemployees, employees accountants, counsel, financial advisors and agents other Representatives to hold hold, all information received from the Company or its Representatives, directly or indirectly, in strict confidence all data and information obtained in accordance with the Confidentiality Agreement. No investigation by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another Parent or any of their respective subsidiaries, affiliates, officers, directors, employees its Representatives and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof no other receipt of information by Parent or any of them may have made. (d) No investigation pursuant to this Section 2 its Representatives shall operate as a waiver or otherwise affect any representations representation, warranty, obligation, covenant or warranties other agreement of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder this Agreement.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the Effective Timeoperations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance written notice submitted in accordance with this Section 6.4, throughout the Pre-Closing Period, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries (except for any information relating to the negotiation and execution of the Transaction Documents, any Competing Proposal, or any Adverse Recommendation Change) as may reasonably be requested by Parent in connection with the consummation of the transactions contemplated by this Agreement; provided that nothing herein shall require the Company or any of its Subsidiaries or their respective Representatives to disclose any information to Parent or Acquisition Sub to the extent such disclosure would, as determined in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) breach, contravene or violate applicable Law (including the HSR Act or any other Antitrust Law), any Pandemic Measures or the provisions of any Contract to which the Company or any of its Subsidiaries is a party (including any confidentiality obligations to which the Company or any of its Subsidiaries is subject), (iii) jeopardize any attorney-client or other legal privilege, (iv) disclose or provide access to any personnel records relating to individual performance or evaluations, medical histories or other information that in the Company’s good faith opinion (A) is sensitive or (B) the disclosures of which could subject the Company or its Subsidiaries or their respective Affiliates or Representatives to the risk of liability or would otherwise violate applicable Law, (v) jeopardize the health and safety of any employee of the Company or any of its Subsidiaries; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 6.4(a) and withholds information on the basis of the foregoing clauses (i) through (v), the Company shall inform Parent as to the general nature of what is being withheld and shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments (including, if reasonably requested by Parent, entering into a joint defense agreement with Parent on customary and mutually acceptable terms if requested with respect to any such information). During any visit to the business or property sites of the Company or any of its Subsidiaries, each of Parent, Merger Parent and Acquisition Sub and Target shall, and shall cause their respective subsidiariesRepresentatives accessing such business or property sites to, affiliates, officers, directors, employees, auditors comply with all applicable Laws and agents to afford all of the officers, employees Company’s and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants its Subsidiaries’ safety and other facilities and to all books and recordssecurity procedures, and use reasonable best efforts to minimize any interference with the Company’s and its Subsidiaries’ business operations in connection with any such access. All requests for information made pursuant to this Section 6.4 shall furnish one another with all financialbe directed to the Persons designated by the Company in writing as authorized to receive such requests. (b) Notwithstanding anything herein to the contrary, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party the Company shall not be required to provide access or furnish make any disclosure to Parent pursuant to this Section 6.4 to the extent that such access or information which it is prohibited by law reasonably pertinent to any pending or contract threatened Action where the Company or any of its Affiliates, on the one hand, and any Parent Party or any of its Affiliates, on the other hand, are, or are reasonably expected to provide or furnishbe, adverse parties, except for any such Action relating solely to a dispute over the requirements of Section 6.4(a). (bc) Each No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause the other Parent Parties and its and their respective Representatives not to, use any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the consummation of Parentthe transactions contemplated by this Agreement (which transactions, Merger Sub for the avoidance of doubt, shall include the Debt Financing) or the post-Closing operations or financing the Surviving Company and Target its Subsidiaries. Parent shall, and shall cause their respective affiliates each of the other Parent Parties and its and their respective officersRepresentatives (and any other Person subject to or bound by the terms of the Confidentiality Agreements) to, directorshold all information provided or furnished pursuant to this Section 6.4 confidential in accordance with the terms of the Confidentiality Agreements. The Confidentiality Agreements shall apply with respect to information furnished by the Company, employees its Subsidiaries and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, the Company’s officers, employees and agents (unless such information other Representatives under this Agreement and, if this Agreement is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) terminated prior to the Effective Time, the Confidentiality Agreements shall remain in full force and shall insure that such officers, directors, employees and agents do not disclose such information effect in accordance with their terms prior to others without giving effect to the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination execution of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiaries, affiliates, the Company Subsidiaries and the officers, directors, employees, auditors employees and agents to of the Company and the Company Subsidiaries, to, afford the officers, employees and agents of one another complete Parent and Merger Sub, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to one another’s its officers, employees, agents, properties, officesfacilities, plants books, records, contracts and other facilities and to all books and records, assets and shall furnish one another with Parent and Merger Sub all financial, operating and other data and information as eachParent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company’s operations or properties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Parent shall, and shall cause the Parent Subsidiaries and the officers, directors, employees and agents of Parent and the Parent Subsidiaries, to, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish the Company all financial, operating and other data and information as the Company through its officers, employees or agents, may reasonably request; provided. The Company, howeverat its sole cost and risk, that no party shall be required have the right to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless make such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, due diligence investigations as the case may beCompany shall deem necessary or reasonable, upon reasonable notice to Parent and without disruption or damage to Parent’s operations or properties. No additional investigations or disclosures shall affect Parent’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the Company pursuant to this Agreement. (c) In the event The provisions of the termination of this Confidentiality Agreement, Parentdated March 3, Merger Sub 2010, between Parent and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to the Company (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2“Confidentiality Agreement“) shall cause others to whom such documents may have been furnished promptly to return such documents remain in full force and any copies thereof any of them may have madeeffect in accordance with its terms. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub the Company and Target Parent shall, and shall cause their respective its subsidiaries, affiliates, officers, directors, employees, auditors and other agents to to, afford the officers, employees employees, auditors and other agents of one another complete the other, reasonable access at all reasonable times to one another’s its officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another such with all such financial, operating and other data and information as eachthe Parent or the Company, as the case may be, through its officers, employees or agents, agents may from time to time reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub Parent and Target shall, Purchaser will hold and shall will cause their respective affiliates and their respective its officers, directorsemployees, employees auditors and other agents to hold in strict confidence confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all data documents and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees concerning the Company and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document its subsidiaries furnished to them by one another Parent or any of their respective subsidiaries, affiliates, officers, directors, employees and agents Purchaser in connection with the transactions contemplated hereby in this Agreement in accordance with the provisions of the letter dated April 2, 1997 between Parent and any copies thereofthe Company (the "Parent Confidentiality Agreement"). (c) The Company will hold and will cause its officers, employees, auditors and (2) shall cause others other agents to whom such documents may have been furnished promptly hold in confidence, unless compelled to return such disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents and any copies thereof any information concerning Parent and its subsidiaries (including Purchaser) furnished to the Company in connection with the transactions contemplated in this Agreement in accordance with the provisions of them may have madethe letter dated May 6, 1997 between the Company and the Parent (the "Company Confidentiality Agreement"). (d) No investigation pursuant to this Section 2 6.2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (e) The Company will use reasonable efforts to cause its executive officers and employees to assist the proposed lenders, underwriters or initial purchasers (the "Proposed Financiers") of the permanent financing proposed to be incurred or assumed by the Company and/or its subsidiaries at or following the Effective Time. Such assistance shall be reasonably requested by the Proposed Financiers and shall include, without limitation: (i) assistance in preparing offering memoranda, syndication materials or other selling or marketing materials, (ii) attendance at meetings with prospective investors, including a customary "roadshow" as may be determined by the Proposed Financiers and (iii) making available or directing the assistance of the Company's auditors, counsel and/or other advisors or agents, including the preparation of financial statements and "comfort letters."

Access to Information; Confidentiality. (a) From VAPARIA shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to OICco and its representatives reasonable access during normal business hours during the date hereof period prior to the Effective Time to its and to VAPARIA ’s properties, books, contracts, commitments, personnel and records and, during such period, VAPARIA shall, and shall cause its officers, employees and representatives to, furnish promptly to OICco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of OICco set forth herein and compliance by OICco of its obligations hereunder, during the period prior to the Effective Time, each OICco shall provide VAPARIA and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable VAPARIA to confirm the accuracy of Parentthe representations and warranties of OICco set forth herein and compliance by OICco of its obligations hereunder, Merger Sub and Target and, during such period, OICco shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the its officers, employees and agents representatives to, furnish promptly to VAPARIA upon its request (i) a copy of one another complete access at each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all reasonable times other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to one another’s time reasonably request. Except as required by law, each of VAPARIA and OICco will hold, and will cause its respective directors, officers, employees, agentsaccountants, propertiescounsel, offices, plants financial advisors and other facilities representatives and affiliates to all books and recordshold, and shall furnish one another with all financial, operating and other data and any nonpublic information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) confidence. No investigation pursuant to this Section 2 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof Subject to Applicable Law, upon reasonable notice to the Effective TimeCompany, each of Parent, Merger Sub and Target shall, the Company shall (and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors the Company Subsidiaries and agents to afford the officers, employees directors and agents of one another complete access at all the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable times access, during normal business hours throughout the Pre-Closing Period, to one another’s its officers, employees, agents, properties, officesbooks, plants and other facilities and to all books Contracts and records, and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and the Company Subsidiaries; and shall furnish one another with Parent and Merger Sub all financial, operating and other data and information as each, Parent and Merger Sub through its their officers, employees or agents, may reasonably request; provided. None of the Company, however, that no party any Company Subsidiary and any Representative of the Company shall be required to provide access to or furnish to disclose information which it is prohibited by law where such access or contract disclosure would (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order, (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially and adversely interfere with the conduct of the business of the Company or any of the Company Subsidiaries; provided that (A) to the extent practicable, the Company, each Company Subsidiary and each of their Representatives have taken commercially reasonable steps to provide access to or furnishto disclose such information on a basis that does not result in the effects described in clauses (i) through (iii), and (B) in the case of clause (ii), such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company). (b) Each of Parent, No information or knowledge obtained by Parent or Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to Section 6.02, this Section 2 6.04 or otherwise shall affect or be deemed to affect or modify any representations representation, warranty, covenant or warranties of agreement made by the parties herein or Company contained herein, the conditions to the obligations of the parties heretoto consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Each of Parent and Merger Sub acknowledges that all information provided to it or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be provided under, and shall be treated in accordance with, the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From Subject to Section 7.1(b), from the date hereof to Agreement Date until the earlier of the Effective TimeTime and the date, each of Parentif any, Merger Sub on which this Agreement is terminated pursuant to Article IX, TOK shall (i) provide to Courtland (and Target shall, and shall cause their respective subsidiaries, affiliates, Courtland’s officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents other representatives) reasonable access during normal business hours upon prior notice to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants offices and other facilities of TOK to the facilities, offices, properties, technology, processes, books, business and to all books and financial records, officers, employees, business plans, budget and shall furnish one another with all financialprojections, operating customers, suppliers and other data information of TOK, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of TOK; and (ii) furnish promptly to Courtland such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of TOK as eachreasonably requested. Subject to Section 7.1(b), through its from the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article IX, Courtland shall (i) provide to TOK (and TOK’s officers, employees or directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of Courtland and its Subsidiaries to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of Courtland and its Subsidiaries, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requestrequested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of Courtland and its Subsidiaries; and (ii) furnish promptly to TOK such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of Courtland and its Subsidiaries as reasonably requested. Each of Courtland and TOK shall use its reasonable efforts to give prompt notice to the other party of any event or circumstance of which it becomes aware that results in any representation or warranty made by such party contained in this Agreement being untrue or inaccurate in any material respect or TOK, Courtland or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that no party the receipt of any information or the delivery of any notice pursuant hereto shall be required to provide access not limit or furnish information which it is prohibited by law otherwise affect either party’s rights or contract to provide or furnishobligations under this Agreement. (b) Each of ParentExcept as may be required by law or the Canadian Securities Exchange (“CSE”), Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or no public disclosure or such information is required of the transactions contemplated hereby will be made by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others either party without the prior written consent of the other party. ▇▇▇▇▇▇, Merger Sub or Target, as ▇▇▇ and TOK agree to cooperate in connection with all publicity and press releases relating to the case may be. (c) In the event of the termination of transactions contemplated by this Agreement, Parent, Merger Sub . ▇▇▇▇▇▇▇▇▇ and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents TOK agree to (1) return promptly every document furnished to them by one another or maintain the confidentiality of any of their respective subsidiaries, affiliates, officers, directors, employees and agents information received from each other in connection with the transactions contemplated by this Agreement that is not otherwise generally available to the public (“Confidential Information”) for a period of one year following the termination of this Agreement. In the event that the Merger as contemplated in this Agreement is not consummated, each party shall return any confidential schedules, documents or other written information to the party who provided same in connection with this Agreement. Courtland and TOK agree that they will not, directly or indirectly, make reciprocal use for their own purposes of any information or confidential data relating to the other party or the other party’s business discovered or acquired by them, their representatives or accountants as a result of a party making available to them, their representatives and accountants, any information, books, accounts, records or other data and information relating to such party or such party’s business and each party agrees that they will not disclose, divulge or communicate orally, in writing or otherwise, any such information or confidential data so discovered or acquired to any other Person. Notwithstanding the foregoing, it is hereby acknowledged and agreed to by each of Courtland and TOK that: (i) each party or its representatives shall be at liberty to disclose any copies thereofConfidential Information in the course of complying with applicable laws, regulations or the requirements of any lawful authority; and (2ii) nothing in this Section 8.1(b) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any prevent either from entering into a business of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions a similar nature to the obligations of the parties heretobusiness presently or hereafter conducted by either party.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, each of Parentto all its properties, Merger Sub books, Contracts, commitments and Target shallrecords and, during such period, the Company shall (and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents each of its Subsidiaries to) furnish promptly to afford the officers, employees and agents of one another complete access at other all reasonable times to one another’s officers, employees, agentsinformation concerning its business, properties, officesbooks, plants Contracts, commitments, record and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information personnel as each, through its officers, employees or agents, Parent may reasonably request; provided, however, that no party . The Company shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another personnel as Parent or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case Parent Representatives may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) reasonably request. No investigation pursuant to this Section 2 5.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non-Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14. -50-

Access to Information; Confidentiality. Upon reasonable notice and subject to (ai) From restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the date hereof Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Effective Time, each of Parent, Merger Sub and Target Company shall, and shall cause their respective subsidiarieseach of its subsidiaries to afford, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, propertiescounsel, offices, plants financial advisors and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each representatives of Parent, Merger Sub and Target shallFimalac-U.S., and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Acquisition Sub or Targetthe financing sources of Parent or Acquisition Sub reasonable access during normal business hours, as during the case may be. (c) In period prior to the event earlier of the termination of this AgreementAgreement and the Effective Time, Parentto all its properties, Merger Sub books, contracts, commitments and Target shallrecords and, during such period, the Company shall (and shall cause their respective affiliateseach of its subsidiaries to) furnish promptly to Parent, officersFimalac-U.S. or Acquisition Sub all information concerning its business, directorsproperties and personnel as Parent, employees and agents to (1) return promptly every document furnished to them by one another Fimalac-U.S. or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereofAcquisition Sub may reasonably request, and each shall make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (2including attorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. Any such investigation by Parent, Fimalac-U.S. or Acquisition Sub shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall not affect any the representations or warranties of the parties herein Company contained in this Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "CONFIDENTIALITY LETTER"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or the conditions collect and deliver to the obligations Company all documents obtained by it or any of the parties heretoits representatives pursuant to this Section 6.2 then in their possession and any copies thereof.

Access to Information; Confidentiality. (a) From a. Upon reasonable notice, during the date hereof to Pre-Closing Period, the Effective TimeCompany shall, and shall cause each Company Subsidiary and each of Parent, the Company Representatives to (i) provide to Parent and Merger Sub and Target shallthe Parent Representatives access, at reasonable times and upon prior notice, to the Company Representatives and the properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; and provided further, that any such access shall be subject to feasibility/permissibility under applicable Law (including any COVID-19 Measures). No investigation conducted pursuant to this Section 5.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. b. With respect to the information disclosed pursuant to Section 5.3(a), the parties shall comply with, and shall cause their respective subsidiariesRepresentatives to comply with, affiliatesall of their respective obligations under the Confidentiality Agreement, officersdated as of November 9, directors2020, employeespreviously executed by the Company and Evercel, auditors Inc. (the “Confidentiality Agreement”). c. This Section 5.3 shall not require the Company to permit any access, or to disclose any information (i) that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in any violation of any Contract or Law to which the Company or any of the Company Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and agents to afford such undermining of such privilege could in the officersCompany’s good faith judgment (after consultation with counsel, employees and agents of which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any Company Subsidiary, on the one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and recordshand, and shall furnish one another with all financial, operating Parent and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiariesAffiliates or Subsidiaries, affiliateson the other hand, officersare adverse parties in a litigation, directorssuch information being reasonably pertinent thereto; provided that, employees in the case of the immediately preceding clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other party shall be provided access to such information; provided, further, that the Company shall (1) notify Parent and agents in connection with the transactions contemplated hereby and Merger Sub that such disclosures are reasonably likely to violate its or any copies thereof, Company Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined and (2) shall cause others communicate to whom Parent and Merger Sub in reasonable detail the facts giving rise to such documents may have been furnished promptly notification and the subject matter of such information (to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant the extent it is able to do so in accordance with the first proviso in this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto5.3(c)).

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target Harbrew New York shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s its officers, employees, agentscounsel, financial advisors and other representatives to, afford to the Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, officesbooks, plants contracts, commitments, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target Harbrew New York shall, and shall cause their respective affiliates and their respective its officers, directors, employees and agents representatives to, furnish promptly to hold in strict confidence Parent all data information concerning its business, properties, financial condition, operations and information obtained personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Harbrew New York set forth herein and compliance by them from one another or Harbrew New York of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide Harbrew New York and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable Harbrew New York to confirm the accuracy of the representations and warranties of Parent set forth herein and compliance by Parent of their respective obligations hereunder, and, during such period, Parent shall, and shall cause its subsidiaries, affiliates, directors, officers, employees and agents representatives to, furnish promptly to Harbrew New York upon its request (unless i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information is or becomes readily ascertainable concerning its business, properties, financial condition, operations and personnel as such other party may from public or published information or trade sources or public disclosure or such information is time to time reasonably request. Except as required by law) , Parent will hold, and shall insure that such will cause its respective directors, officers, directorsemployees, employees accountants, counsel, financial advisors and agents do not disclose such other representatives and affiliates to hold, any nonpublic information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may bein strict confidence. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (db) No investigation pursuant to this Section 2 8.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the earlier of the Combination Merger Effective TimeTime and the termination of this Agreement in accordance with ARTICLE 6, each of Parent, Merger Sub and Target Surge shall, and shall cause their respective subsidiaries, affiliates, officers, its directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, propertiesconsultants, officeslegal counsel, plants advisors, agents and other facilities representatives (collectively, the “Surge Representatives”) to: (i) provide to Motor and the Merger Subs and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (the “Motor Representatives”) reasonable access at reasonable times during normal business hours upon reasonable advance written notice to all the books and recordsrecords of Surge, (ii) make the officers of Surge available to Motor and the Motor Representatives, upon reasonable notice and during normal business hours, as Motor or the Motor Representatives shall from time to time reasonably request, and shall (iii) furnish one another with all financialsuch information concerning the business, operating properties and other data and information personnel of Surge as each, through its officers, employees Motor or agents, the Motor Representatives may reasonably requestrequest for reasonable purposes related to the consummation of the Transactions; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 4.3(a) shall affect or be deemed to limit or expand any representations representation or warranties warranty made by Surge in this Agreement or any of the parties herein or the conditions to the obligations of the Parties under this Agreement; provided, further, that any investigation pursuant to this ARTICLE ‎4 shall be conducted in such manner as not to interfere unreasonably with the normal operations of Surge’s business; provided, further, that Surge and the Surge Representatives shall not be required to provide access to the books and records of Surge or to furnish information (whether through Surge Representatives or otherwise) if doing so would (A) cause a violation of any obligation of Surge to a third party pursuant to an agreement with a third party to which Surge is a party as of the date of this Agreement (so long as Surge shall have used commercially reasonable efforts to obtain the consent of such third party to such access or furnishing of information), (B) cause a reasonable risk of loss of the attorney-client, work product or similar right, protection or privilege of Surge or (C) constitute a violation of applicable Law; provided that in each case Surge shall use commercially reasonable efforts to provide documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection or violating such agreement or Law. Each of Motor, ParentCo and each Merger Sub acknowledges that the information provided by Surge and the Surge Representatives to Motor and the Motor Representatives in connection with this Agreement and the Transactions are subject to the terms of the Confidentiality Agreement, dated January 1, 2019, by and between Surge and Motor (the “Confidentiality Agreement”). (b) The Representative hereby agrees that it shall, and shall cause its directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives to treat and hold in strict confidence any Confidential Information and will not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without ParentCo’s prior written consent. Notwithstanding the foregoing, the Representative may disclose Confidential Information in the event that the Representative is requested or required to disclose such Confidential Information pursuant to any Law or other legal process; provided that the Representative shall (i) provide ParentCo, to the extent legally permitted, with prompt written notice of such requirement so that the ParentCo or an Affiliate thereof may seek a protective Order or other remedy and (ii) furnish only that portion of such Confidential Information which is legally required to be provided pursuant to the applicable legal process as advised by counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. For purposes hereof, “Confidential Information” means all confidential or proprietary documents and information concerning Motor, ParentCo, Surge or any of their Affiliates (including any information of third parties heretowhere Motor, ParentCo, Surge or any of their Affiliates has an obligation to keep such information confidential), in each case obtained by the Representative pursuant to this Agreement.

Access to Information; Confidentiality. (a) From the date hereof Prior to the Effective Time, each of Parent, Seller shall exercise its contractual rights under the Merger Sub Agreement so as to use commercially reasonable efforts to require that Knight Ridder will afford to Buyer and Target shallits Representatives, and following the Effective Time, Seller shall cause their respective subsidiariesafford to Buyer and its Representatives, affiliatesreasonable access during normal business hours, officersthroughout the period prior to the earlier of (i) the Closing and (ii) the Termination Date, directorsto the properties, employees, auditors and agents to afford the officerscontracts, employees and agents of one another complete access at all reasonable times to one another’s officerscommitments, employees, agents, properties, offices, plants and other facilities and to all books and recordsrecords of the Acquired Companies and, to the extent related to the Business, the Seller Entities, and any report, schedule or other document filed or received by an Acquired Company or, solely to the extent related to the Business, any Seller Entity, pursuant to the requirements of applicable Laws. Notwithstanding the foregoing, Seller shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall not be required to provide afford such access if it would unreasonably disrupt the operations of Seller or furnish information the Business, would cause a violation of any agreement to which it Seller or an Acquired Company or Buyer or any of its Subsidiaries is prohibited a party (provided, Seller shall use its reasonable efforts to obtain a waiver under such agreement to afford such access if reasonably requested by law Buyer), would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or contract any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Buyer or any of its Representatives be permitted to provide perform any invasive onsite environmental procedure with respect to any property of any Seller Entity or furnishany Acquired Company. (b) Each The parties acknowledge that Seller, Knight Ridder and the Fort Worth Business Press have previously executed a Confidentiality Agreement dated as of ParentApril 4, Merger Sub 2006 that HM Capital and Target shallBuyer have agreed to be bound by to the same extent as if they were parties thereto (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Buyer, HM Capital and Seller will hold, and shall will cause their its respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees employees, agents and agents advisors (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawincluding attorneys, accountants, consultants, bankers and financial advisors) and shall insure that such officersto hold, directors, employees and agents do not disclose such information to others without any Evaluation Information (as defined in the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as Confidentiality Agreement) confidential in accordance with the case may be. (c) In the event terms of the termination of this Agreement, Parent, Merger Sub Confidentiality Agreement (provided that Buyer and Target shall, and HM Capital’s obligations thereunder shall cause their respective affiliates, officers, directors, employees and agents terminate at Closing with regard to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties confidential information of the parties herein or Acquired Companies and the conditions to the obligations of the parties heretoBusiness).

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub Acquiror and Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s 's officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub Acquiror and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇P▇▇▇▇▇, Merger Sub Acquiror or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s its officers, employees, agentscounsel, financial advisors and other representatives to, afford to Purchaser and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Purchase to its properties, officesbooks, plants contracts, commitments, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target the Company shall, and shall cause their respective affiliates and their respective its officers, directors, employees and agents representatives to, furnish promptly to hold in strict confidence Purchaser all data and information obtained by them from one another or concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Purchaser set forth herein and compliance by the Purchaser of their respective obligations hereunder, during the period prior to the Effective Time of the Purchase, Purchaser shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Purchaser set forth herein and compliance by Purchaser of their obligations hereunder, and, during such period, Purchaser shall, and shall cause its subsidiaries, affiliates, directors, officers, employees and agents representatives to, furnish promptly to the Company upon its request (unless i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information is or becomes readily ascertainable concerning its business, properties, financial condition, operations and personnel as such other party may from public or published information or trade sources or public disclosure or such information is time to time reasonably request. Except as required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event each of the termination of this Agreement, Parent, Merger Sub and Target shallCompany, and shall Purchaser will hold, and will cause their its respective affiliatesdirectors, officers, directorsemployees, employees accountants, counsel, financial advisors and agents other representatives and affiliates to hold, any nonpublic information in confidence. (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (db) No investigation pursuant to this Section 2 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.. 5.02

Access to Information; Confidentiality. (a) From The Sellers shall cause the date hereof Company to, and the Company shall cause the Subsidiaries to, afford to Buyer and its accountants, counsel, financial advisors and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access, during normal business hours upon prior notice throughout the period prior to the Effective TimeClosing, each to the Company’s and the Subsidiaries’ respective properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Parentthe Company’s or the Subsidiaries’ or their respective independent public accountants, Merger Sub and Target shallinternal audit reports, and “management letters” (if any) from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries and, during such period, shall cause their respective subsidiariespromptly furnish such information concerning the businesses, affiliates, officers, directors, employees, auditors properties and agents to afford personnel of the officers, employees Company and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and the Subsidiaries as Buyer shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party such investigation shall be required not unreasonably disrupt the Company’s operations. Prior to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parentthe Closing, Merger Sub and Target shall, and the Sellers shall cause their respective affiliates the Company to keep the Buyer informed as to all material matters involving the operations and their respective officers, businesses of the Company and each of the Subsidiaries. The Sellers shall cause Company to authorize and direct the appropriate directors, managers and employees of each such Subsidiary to have preliminary discussions as to matters involving the operations and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure business of the Company or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or TargetSubsidiary, as the case may be, with representatives of Buyer and its prospective lenders or placement agents and other financial sources. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof Prior to the Effective Timeexecution of this Agreement, each of ParentAcquiror, Merger Sub its accountants, counsel and Target shalladvisers have reviewed and investigated financial, tax and operating data and other information with respect to the Company and the Affiliated Entities, and shall cause their respective subsidiariesoffices, affiliatesfacilities, officersassets, directorsproperties, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, for the purpose of confirming the accuracy of the representations and warranties of Seller and the Company contained in this Agreement. Neither that review and investigation by Acquiror, nor any review and investi- gation made hereafter pursuant to Section 8.1(c), shall furnish one another with all financial, operating and other data and information as each, through its officers, employees affect any representation or agents, may reasonably request; provided, however, that no party shall be required to provide access warranty made by Seller or furnish information which it is prohibited by law or contract to provide or furnishthe Company hereunder. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published Notwithstanding any other information or trade sources documents made available to Acquiror, its accountants, counsel or public disclosure advisers, Seller and the Company shall not be deemed to have made to Acquiror any representation or such information is required by law) warranty other than those expressly made in Article VI; and neither Seller nor the Company shall insure that such officersbe deemed to have made any representation or warranty to Acquiror with respect to any projections, directorsestimates or budgets delivered to or made available to Acquiror relating to future revenues, employees and agents do not disclose such information to others without the prior written consent future expenses, future results of ▇▇▇▇▇▇operations, Merger Sub future developer affiliations or Targetfuture Members, or, except as the case may beset forth in Article VI, any other forward-looking data. (c) In During the event of period from the termination date of this AgreementAgreement through the Closing Date, Parent, Merger Sub Seller and Target shallthe Company shall permit, and shall cause the Affiliated Entities to permit, Acquiror and its advisors, accountants, attorneys and representatives to have access, 49 during regular business hours and upon reasonable notice, to the offices, facilities, assets, properties, employees, books and records of the Company and the Affiliated Entities, and shall furnish, or cause to be furnished, to Acquiror, such financial, tax and operating data and other information with respect to such entities and their respective affiliatesoffices, officersfacilities, directorsassets, employees properties, employees, businesses and agents operations as Acquiror shall from time to (1) return promptly every document furnished time reasonably request. Acquiror shall hold, and shall cause its Affiliates, advisors, accountants, attorneys and representatives to them hold, any non-public information so provided to Acquiror by one another or any on behalf of their respective subsidiaries, affiliates, officers, directors, employees and agents Seller or the Company in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to by this Section 2 shall affect any representations or warranties Agreement in confidence in accordance with the provisions of the parties herein or the conditions to the obligations of the parties heretoConfidentiality Agree- ment.

Access to Information; Confidentiality. (a) From the date hereof Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information, each of Parentthe MLP Entities and GP Holdings will (i) afford Parent and its Representatives reasonable access (and, Merger Sub with respect to books and Target shallrecords, and shall cause the right to copy), during normal business hours, to their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, assets, books, offices, plants facilities, Contracts, Tax Returns, Permits and records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent or its Representatives reasonably request, (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent) and (v) reasonably cooperate with Parent and its Representatives with respect to communications to, and to all books organize and recordsfacilitate meetings with, and shall furnish one another with all financialcustomers, operating suppliers and other data and information key business relations of the MLP Group Entities as each, through its officers, employees or agents, Parent may reasonably request; provided, however, that no party such access shall be required provided on a basis that minimizes the disruption to provide the operations of the MLP Entities and in no event, shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the MLP Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws or (ii) to disclose any privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the MLP Entities shall give notice to Parent of the fact that it is withholding such access or furnish information which it is prohibited by law and thereafter the MLP Entities shall use their respective reasonable best efforts to cause such access or contract information, as applicable, to provide be provided, or furnishmade available, in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver). (b) Each of Parent, Merger Sub The MLP Entities and Target shallGP Holdings will furnish promptly to the Parent Entities, and shall cause the Parent Entities will furnish promptly to the MLP Entities and GP Holdings (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the SEC concerning compliance with securities Laws and (ii) all other information concerning their respective affiliates and their respective officersSubsidiaries’ business, directors, employees properties and agents to hold in strict confidence all data personnel as the Parent Entities or MLP Entities and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or TargetGP Holdings, as the case may be, may reasonably request, provided, however, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18, none of the MLP Group Entities or GP Holdings or any of their respective Affiliates or holders of Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Parent, Merger Sub or their respective Affiliates for any purpose. (c) In Except for disclosures permitted by the event terms of the termination of this Nondisclosure Agreement, Parentdated April 9, Merger Sub 2014, between Parent and Target shallMLP (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and shall cause their respective affiliates, officers, directors, employees and agents its Representatives will hold information received from the MLP Entities pursuant to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents this Section 6.7 in connection confidence in accordance with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any terms of them may have madethe Confidentiality Agreement. (d) No investigation investigation, or information received, pursuant to this Section 2 shall affect 6.7 will modify any of the representations or and warranties of the parties herein or the conditions to the obligations of the parties heretoParties.

Access to Information; Confidentiality. (a) From Subject to applicable Law or Judgment, (i) the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP) subject to the requirements of Ernst & Young LLP) and (ii) following the date hereof of this Agreement and prior to the Effective Time, each Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel as Parent may reasonably request; provided that Parent and its representatives shall coordinate any such activities with the Company with a view towards not unreasonably interfering with the business or operations of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, the Company. No investigation by Parent or any of its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the no other receipt of information by Parent or any of its officers, employees directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and agents of one another complete access at all reasonable times to one another’s will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices, plants accountants and other facilities advisors and representatives to hold, any and all books information received from the Company confidential in accordance with the Confidentiality Agreement and records, and shall furnish one another will comply with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishthe terms of the Confidentiality Agreement. (b) Each Without limiting the generality of Parentthe foregoing, Merger Sub and Target during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause their respective affiliates each of its Subsidiaries to, as and their respective officersto the extent requested by Parent, directors, employees provide Parent with (i) a complete and agents to hold in strict confidence correct list of all data and information obtained licenses issued by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents the Federal Communications Commission (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawthe “FCC”) and shall insure held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) complete and correct copies of each FCC License, which FCC Licenses contain: (A) the address and physical location of the device(s) covered by each FCC License, and (B) a written description of the purpose of the device(s) covered by each FCC License, (iii) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (iv) all information reasonably necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such officers, directors, employees and agents do not disclose such information to others without the prior written consent change of ▇▇▇▇▇▇, Merger Sub ownership or Target, as the case may becontrol). (c) In the event of the termination of this Agreement, Parent, Merger Sub The Company and Target Parent shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any each of their respective subsidiariesSubsidiaries to, affiliates, officers, directors, employees reasonably cooperate to ensure an orderly transition and agents integration process in connection with the Merger and the other transactions contemplated hereby and any copies thereofby this Agreement in order to minimize the disruption to, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties preserve the value of, the business of the parties herein or the conditions to the obligations of the parties heretoSurviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof Subject to the Effective Timerequirements of confidentiality agreements with third parties, upon 24 hours prior written notice, each of Parent, Merger Sub and Target the Apple REITs shall, and shall cause their each of its respective subsidiariesSubsidiaries to, affiliates, officers, directors, employees, auditors afford to the other parties and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours during the period after the execution of this Agreement through the Effective Time, to all their respective properties, officesbooks, plants contracts, commitments, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each each of Parent, Merger Sub and Target the Apple REITs shall, and shall cause their each of its respective affiliates Subsidiaries to, furnish promptly to the other parties (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, (b) a copy of each debt agreement, ground lease, owner’s or leasehold title insurance policy, existing survey, financial report of each of such party’s properties, current ▇▇▇▇▇ Travel Research report, property improvement plan for such party’s properties and existing environmental audit for the such party’s properties, and (c) all other information concerning its business, properties and personnel as such other party may reasonably request, including financial statements, Tax Returns, leases, certificates of occupancy, tax statements, service agreements, license or franchise agreements and Permits. Apple Nine and each Company shall hold any nonpublic information concerning the other parties in confidence in accordance with the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Each of the Apple REITs shall comply with the terms of the Confidentiality Agreement with respect to any nonpublic information concerning the other parties provided to their respective officers, directorsemployees, employees accountants, counsel, financial advisors and agents to hold in strict confidence all data other representatives and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) . No investigation pursuant to this Section 2 5.2 or information provided, made available or delivered to any of the Apple REITs pursuant to this Section 5.2 or otherwise shall affect any representations or warranties or conditions or rights of any of the parties herein or the conditions to the obligations of the parties heretoApple REITs contained in this Agreement.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable Law from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target shall, the Company shall (and shall cause their respective subsidiaries, affiliates, the Company Subsidiaries to): (i) provide to Parent (and its officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents to afford the officersother representatives, employees and agents of one another complete collectively, "Representatives") reasonable access at all reasonable times times, upon prior notice to one another’s the Company, to the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all the books and recordsrecords thereof (including, without limitation, access to the Company's accountants, any correspondence between the Company and such accountants and work papers prepared with respect to the Company by such accountants), (ii) provide to Parent and its Representatives access to the Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and shall (iii) furnish one another with all financialpromptly such information concerning the business, operating properties, contracts, assets, liabilities, personnel and other data aspects of the Company and information the Company Subsidiaries as each, through Parent or its officers, employees or agents, respective Representatives may reasonably request; provided, however, that no party . No investigation conducted pursuant to this Section 6.03 shall affect or be required deemed to provide access modify any representation or furnish information which it is prohibited by law or contract to provide or furnishwarranty made in this Agreement. (b) Each of Parent, Merger Sub and Target shallThe parties shall comply with, and shall cause their respective affiliates and their respective officersRepresentatives to comply with, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiariesobligations under the Confidentiality Agreement dated January 26, affiliates, officers, directors, employees 2000 (the "Confidentiality Agreement") between Parent and agents in connection the Company with respect to the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation information disclosed pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto6.03.

Access to Information; Confidentiality. (a) From the date hereof until the Closing, upon reasonable notice, the Company shall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the Effective Timeoffices, each properties, books and records of the Company, (ii) furnish to Parent, Merger Sub its counsel, financial advisors, auditors and Target shallother authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company to cooperate with Parent in its investigation of the Company. Any investigation pursuant to this Section 5.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and shall be arranged through the responsible officers of the Company designated for such purpose. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers or the Company in this Agreement. (b) After the Closing, Sellers and their Affiliates shall hold, and shall use their reasonable best efforts to cause their respective subsidiaries, affiliates, officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Sellers, (ii) in the public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by Sellers from sources other than those related to its prior ownership of the Company. The obligation of Sellers and their respective Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) From the date hereof until the Closing, and from and after the Closing, upon reasonable notice, Sellers shall afford the officers, employees promptly to Parent and its agents of one another complete reasonable access at all reasonable times during normal business hours to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all its books and recordsrecords (including accountant’s work papers) relating to the Company to the extent reasonably necessary for Parent in connection with any audit, investigation, dispute or Litigation relating to the Company, except for Litigation between Parent, on the one hand, and the Company and/or Sellers, on the other hand; provided that (i) such books and records are material to such audit, investigation, dispute or Litigation, (ii) the information contained in such books and records is not available from the Company and (iii) any such access by Parent shall furnish one another not unreasonably interfere with all financialthe conduct of the business of Sellers. Parent shall keep such books, operating and other data records and information as eachgained therefrom in confidence, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or its officersAffiliates or (iii) received on a non-confidential basis from a source other than the Company or Sellers, employees provided that such source is not known to Parent to be subject to a contractual, legal, fiduciary or agentsother obligation of confidentiality with respect to such information. In the event that Parent becomes legally compelled (by deposition, interrogatory request for documents, subpoena, civil investigative demand or similar process) to disclose any such information, Parent may reasonably requestdisclose such information to the extent legally required; provided, however, that no party shall be required to provide access or furnish information which it (a) the Company and/or Sellers, as applicable, are first notified of such legal process, unless such notice is prohibited by law or contract to provide or furnish. court order, (b) Each of Parent, Merger Sub and Target shallParent attempts to obtain the Company’s and/or Seller’s (as applicable) consent to such disclosure, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In at the event of the termination of this AgreementCompany’s and/or Seller’s (as applicable) request, Parent, Merger Sub and Target shall, and Parent shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents provide reasonable assistance in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom obtaining protective relief from such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madedisclosure. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable notice, Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives access during the date hereof period prior to the Effective Time to all its properties, books, contracts, commitments, Returns, personnel and records and, during such period, Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and personnel as Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the representations or warranties contained in this Agreement. Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the extent required by, and in accordance with the provisions of, the letter agreement dated August 17, 1999, between Parent and Company with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, each it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of ParentCompany or any of its Subsidiaries. (b) Upon reasonable notice, Merger Sub and Target Parent shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates, officers, directors, employees, auditors afford to Company and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s Company's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, officesbooks, plants contracts, commitments, Returns, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target Parent shall, and shall cause their respective affiliates each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and their respective officerspersonnel as Company may from time to time reasonably request. Any such investigation by Company shall not affect the representations or warranties contained in this Agreement. Except as required by law, directorsCompany will hold, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, will cause its directors, officers, employees employees, accountants, counsel, financial advisors and agents (unless such other representatives and affiliates to hold, any non-public information is or becomes readily ascertainable obtained from public or published information or trade sources or public disclosure or such information is Parent in confidence to the extent required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shallby, and shall cause their respective affiliatesin accordance with the provisions of, officersthe letter agreement, directorsdated August 17, employees 1999, between Parent and agents Company with respect to (1) return promptly every document furnished confidentiality and other matters, and Company agrees that, prior to them by one another the Effective Time, it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of Parent or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeits Subsidiaries. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the duly authorized representatives of Acquirors, access, during normal business hours during the period prior to the Effective Time, each of Parentto all its properties, Merger Sub books, contracts, records and Target shallofficers and, during such period, the Company shall (and shall cause their respective subsidiarieseach of its Subsidiaries to) make available to Acquirors such information concerning its business, affiliatesproperties and personnel as Acquirors may reasonably request. (b) Upon reasonable notice, officersthe Acquiror shall (and shall cause each of its Subsidiaries to) afford to the duly authorized representatives of Company, directorsaccess, employeesduring normal business hours during the period prior to the Effective Time, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, its properties, officesbooks, plants contracts, records and other facilities and to all books and recordsofficers and, during such period, the Acquiror shall (and shall furnish one another with all financialcause each of its Subsidiaries to) make available to Company such information concerning its business, operating properties and other data and information personnel as each, through its officers, employees or agents, Company may reasonably request; provided, however, that Acquiror shall have no party shall be required obligation in response to a reasonable request by the Company to provide access to or furnish information which it is prohibited by law or contract otherwise disclose to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published the Company any information or trade sources documents, subject to the attorney-client privilege, or public disclosure concerning any potential or proposed acquisition or disposition of any Person, business operation or material assets by Acquiror or any of its Subsidiaries (or other proposed material transactions) until such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent time as Acquiror or one of ▇▇▇▇▇▇, Merger Sub or Target, as the case may beits Subsidiaries enters into a letter of intent with respect thereto. (c) In The Parties will hold any information that is nonpublic in confidence to the event extent required by, and in accordance with, the provisions of the termination of this Mutual Confidentiality Agreement between Acquiror and the Company, dated November 3, 2010 (the “Confidentiality Agreement”), Parent, Merger Sub which Confidentiality Agreement will remain in full force and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeeffect. (d) No such investigation pursuant to this Section 2 by Acquirors shall affect any the representations or and warranties of the parties herein or Company. (e) No such investigation by the conditions to Company shall affect the obligations representations and warranties of the parties heretoAcquirors.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws and Judgments, the date hereof Company shall, and shall cause each of the Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other advisors and representatives all reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, officers and employees, and during such period the Company shall, and shall cause each of the Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of PricewaterhouseCoopers LLP, subject to the requirements of PricewaterhouseCoopers LLP). Subject to compliance with applicable Laws and Judgments, during the period prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning such Company Personnel as Parent may reasonably request, in each case subject to such reasonable conditions as the Company shall specify. No investigation by Parent or any of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the no other receipt of information by Parent or its officers, employees directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement; provided that for the avoidance of doubt, the information set forth in the Company Letter shall qualify the representations and agents warranties of one another complete access at all reasonable times the Company set forth in Article III and the covenants of the Company set forth in Section 4.01, as and to one another’s the extent provided for in the first sentence of Section 3.01 or in Section 4.01(a), as applicable. Except as required by any applicable Law or Judgment, Parent will hold, and will direct and cause its officers, employees, agentsinvestment bankers, propertiesattorneys, offices, plants accountants and other facilities advisors and representatives to hold, any and all books information received from the Company, the Subsidiaries and recordstheir respective directors, and shall furnish one another with all financialofficers, operating employees, investment bankers, attorneys, accountants and other data advisors and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishrepresentatives confidential in accordance with the Confidentiality Agreement. (b) Each Without limiting the generality of Parentthe foregoing, Merger Sub and Target during the period prior to the Effective Time, the Company shall, and shall cause their respective affiliates each of the Subsidiaries to, as and their respective officersto the extent reasonably requested by Parent, directors, employees provide Parent with (i) a materially complete and agents to hold in strict confidence accurate list of all data and information obtained licenses issued by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents the Federal Communications Commission (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawthe "FCC") and shall insure held by the Company or any of the Subsidiaries (the "FCC Licenses"), (ii) materially complete and accurate copies of each FCC License, (iii) if available, the address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and accurate copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of the Subsidiaries and (vi) all reasonably available information in the possession of the Company or a Subsidiary necessary for Parent to make an independent determination that the Company and the Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such officers, directors, employees and agents do not disclose such information to others without the prior written consent change of ▇▇▇▇▇▇, Merger Sub ownership or Target, as the case may becontrol). (c) In Subject to applicable Law, the event of the termination of this Agreement, Parent, Merger Sub Company and Target Parent shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any each of their respective subsidiariessubsidiaries to, affiliates, officers, directors, employees cooperate to ensure an orderly transition and agents integration process in connection with the Merger and the other transactions contemplated hereby and any copies thereofby this Agreement in order to minimize the disruption to, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties preserve the value of, the business of the parties herein or the conditions to the obligations of the parties heretoSurviving Corporation and its subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof Prior to the Effective Time, each of Parent, Merger Sub the Company and Target Parent shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates, officers, directors, employees, auditors afford to the other party and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, counsel, financial advisers, brokers, consultants and other representatives (collectively, “Representatives”) of such other party, reasonable access during normal business hours upon reasonable advance notice, prior to the Effective Time, to all their respective properties, officesincluding for the purpose of performing any environmental investigation (and, plants in the case of environmental investigation, at Parent’s cost and other facilities subject to Parent providing indemnification reasonably satisfactory to the Company for property damage) that Parent shall, in its sole discretion, deem reasonably necessary or advisable, books, contracts, commitments, personnel and to all books records (including Bond Documents and recordsrelated materials requested by Parent) and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, furnish one another with all financialpromptly to the other party (i) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of federal or state securities laws, (ii) all other information concerning its business, properties and information personnel as each, through its officers, employees or agents, such other party may reasonably request; provided, however, that no party shall be required request and (iii) all Tenant Deliveries and compliance certificates delivered to provide access or furnish information which it is prohibited by law or contract to provide or furnishany lender. (b) Prior to the Effective Time, the Company shall use all reasonable efforts to cause Parent to have reasonable access to, and to consult and communicate with, the officers of Company Tenants during normal business hours upon reasonable advance notice, prior to the Effective Time. (c) Each of Parent, Merger Sub the Company and Target Parent shall, and shall cause their respective affiliates and their respective officersits Subsidiaries to, directors, employees and agents use all reasonable efforts to cause its Representatives to hold any nonpublic information in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is to the extent required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shallby, and shall cause their respective affiliatesin accordance with, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection will comply with the transactions contemplated hereby confidentiality provisions of, the agreement between Parent and any copies thereofthe Company dated March 1, and 2005 (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madethe “Confidentiality Agreement”). (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to of this Agreement until the Effective Time, each of Parentthe Company will give Parent and Buyer and their authorized representatives (including counsel, Merger Sub consultants, financial advisors, accountants, banks, financial institutions and Target shallauditors), and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents full access during normal business hours to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, officesfacilities, plants personnel and other facilities operations and to all books and recordsrecords of the Company and the Subsidiaries, will permit Parent and shall Buyer and their authorized representatives to make such inspections as it may reasonably request and will cause its officers and those of the Subsidiaries to furnish one another Parent and Buyer and their authorized representatives with all financial, such financial and operating data and other data information with respect to its business and information properties as each, through its officers, employees Parent and Buyer or agents, such representatives may reasonably from time to time request; provided, that, any such inspections and examinations shall be conducted at reasonable times and under reasonable circumstances in a manner not disruptive to the Company's day- to-day operations. The Company shall give Parent and Buyer and their authorized representatives full and reasonable access to the Company's management and the Company shall permit Parent and Buyer to approach and negotiate with any or all employees of the Company and each Subsidiary, including, but not limited to, managerial staff, in an effort to persuade them to continue in the employ of the Company and each Subsidiary pending the Closing and thereafter, and the Company shall use commercially reasonable efforts to assist Parent and Buyer in such negotiations. No investigation by Parent or Buyer shall, however, that no party shall be required diminish or obviate in any way, or affect the right of Parent or Buyer to provide access rely upon, any of the representations, warranties, covenants or furnish information which it is prohibited by law agreements of the Company contained in this Agreement or contract to provide or furnishin any other Company Agreement. (b) Each of ParentParent and Buyer agrees to keep confidential and not divulge to any other party or person (other than to the employees, Merger Sub attorneys, accountants and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents consultants of each who have a need to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless receive such information is and other than as may be required by law or the rules of the Nasdaq Market) any information received from the Company, unless and until such documents and other information otherwise becomes readily ascertainable publicly available. In the event of termination of this Agreement for any reason, each of Parent and Buyer shall promptly return, or at the election of the Company, destroy all non-public documents obtained from public the Company and any copies or published information or trade sources or public disclosure or notes of such information is documents (except as otherwise required by law) and shall insure that such officersand, directors, employees and agents do not disclose such information to others without upon the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event request of the termination of this AgreementCompany, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom confirm such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions destruction to the obligations of the parties heretoCompany in writing.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or the Company Subsidiary is a party (which such Person shall use its commercially reasonable efforts to cause the counterparty thereto to waive), from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause the Company Subsidiary and each of their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, propertiesconsultants, officeslegal counsel, plants advisors, agents and other facilities representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates the Purchaser and their respective officers, directors, employees employees, accountants, consultants, legal counsel, advisors, agents and agents other representatives (collectively, the “Parent Representatives”) access at reasonable times upon prior notice to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, the officers, employees employees, agents, Significant Customers, Significant Suppliers, properties, offices and agents other facilities of the Company and the Company Subsidiary and to the books and records thereof (unless including Tax Returns) (provided that, with respect to access to Significant Customers and Significant Suppliers, the Company and the Company Representatives shall only be required to use commercially reasonable efforts to provide such access); and (ii) furnish promptly such information is concerning the business, properties, contracts, assets, liabilities, Personnel and other aspects of the Company and the Company Subsidiary as Parent or becomes readily ascertainable from public the Parent Representatives may reasonably request. No investigation conducted pursuant to this Section 5.3(a) shall affect or published information be deemed to modify or trade sources limit any representation or public disclosure or such information is required warranty made by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may beCompany in this Agreement. (cb) In With respect to the event of the termination of this Agreementinformation disclosed pursuant to Section 5.3(a), Parent, Merger Sub and Target shallParent shall comply with, and shall cause their respective affiliatesthe Parent Representatives to comply with, officersall of its obligations under the Unilateral Confidentiality and Non-Disclosure Agreement effective November 24, directors2009, employees by and agents to between the Company and Parent (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made“Confidentiality Agreement”). (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause each Company Subsidiary and each of their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, financing sources, agents, and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, auditors, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all the books and recordsrecords thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and shall furnish one another with all financial, operating liabilities of the Company and other data and information Company Subsidiaries as each, through its officers, employees Parent or agents, the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity, provided that the foregoing shall not require the Company or any Company Subsidiary or Company Representative to furnish any such materials that are otherwise publicly available or, unless otherwise requested by Parent, that arise in the ordinary course of business of the Company or the Company Subsidiaries; and (iv) promptly notify the Parent of any material developments in any audit or similar proceeding related to the change in any Utility Subsidiaries’ tax accounting method related to costs to repair and maintain utility assets; provided, however, that no party the Company shall not be required to provide (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Company shall use its reasonable best efforts to (a) allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such third party to provide access to or disclosure of such information with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); it being understood and agreed that the Company shall advise Parent in such circumstances that it is prohibited unable to comply with Parent’s reasonable requests for information as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the types of information being withheld. No access, review or notice pursuant to this Section 5.3 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by law or contract any of the parties hereto to provide or furnishany of the other parties hereto. (b) Each With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with all of Parentits obligations under the Confidentiality Agreement dated September 16, Merger Sub 2013 between the Company and Target shallParent (the “Confidentiality Agreement”). Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, the parties acknowledge and agree that nothing in the Confidentiality Agreement shall be construed to prevent Parent from making a request for reaffirmation of the Company Board Recommendation pursuant to Section 5.4(d) hereof or engaging in confidential negotiations with the Company (including proposing changes to this Agreement) pursuant to and in accordance with Sections 5.4(e), and 5.4(f) hereof. The Company acknowledges and agrees that the immediately preceding sentence shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them not constitute or be deemed a request from one another Parent that the Company waive or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without amend the prior written consent provisions of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event paragraph 6 of the termination of this Confidentiality Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and the Company shall cause the Subsidiaries to, afford to the Owners and their accountants, counsel, financial advisors and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective subsidiariesrepresentatives, affiliatesreasonable access, officersduring normal business hours upon reasonable notice throughout the period prior to the Closing, directorsto the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, employeesstructures, auditors fixtures, appurtenances and agents to afford improvements erected, attached or located thereon), books, financial information (including working papers and data in the officerspossession of the Company’s or the Subsidiaries’ or their respective independent public accountants, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and recordsinternal audit reports, and “management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries and, during such period, shall furnish one another with all financialpromptly such information concerning the businesses, operating properties and other data personnel of the Company and information the Subsidiaries as each, through its officers, employees or agents, may the Owners shall reasonably request; provided, however, that no party such investigation shall be required not unreasonably disrupt the Company’s operations. Prior to provide access or furnish information which it is prohibited by law or contract the Closing, the Company shall generally keep the Owners informed as to provide or furnish. (b) Each all material matters involving the operations and businesses of Parent, Merger Sub the Company and Target shall, and each of the Subsidiaries. The Company shall cause their respective affiliates and their respective officers, make available the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure business of the Company or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or TargetSubsidiary, as the case may be. (c) In the event , with representatives of the termination Owners and their prospective lenders or placement agents and other financial sources, provided that all such discussions are coordinated under the direction of a designated officer of the Company. Each of the parties hereto shall (and shall cause each of its representatives to) not disclose any information provided by the other party with respect to the negotiation and execution of this AgreementAgreement or the consummation of the transactions contemplated hereby, Parent, Merger Sub and Target shallincluding for the purposes of due diligence (“Confidential Information”), and shall (and shall cause their respective affiliates, officers, directors, employees and agents each of its representatives to) use the Confidential Information only with respect to (1) return promptly every document furnished to them by one another or any the consummation of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby or as otherwise provided by this Agreement; provided, however, that the following shall be deemed not to be Confidential Information: (a) information that the receiving party can demonstrate was already in its possession prior to the disclosure thereof by the other party, (b) information that is generally known to the public and any copies thereofdid not become so known through the violation of this paragraph by the receiving party or its representatives, (c) information that becomes available to the receiving party on a non-confidential basis from a source other than the other party or its representatives, provided that such source is not known by the receiving party to be bound by a contractual, legal or fiduciary obligation of confidentiality to the other party with respect to that information, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) information that is required to be disclosed by law; provided further that the Owners and the Company may disclose such information as may be necessary in connection with (i) seeking necessary consents and approvals as contemplated hereby and (ii) the Financing. Notwithstanding the foregoing, the Company and the Subsidiaries shall not be required to disclose any information if such disclosure would contravene any applicable Law. No investigation information provided to or obtained by the Owners pursuant to this Section 2 7.1 shall limit or otherwise affect any representations the remedies available hereunder to the Owners (including the Owners’ right to seek indemnification pursuant to Article IX), as the responsibilities or warranties of the parties herein of, or the conditions to the obligations of of, the parties hereto.

Access to Information; Confidentiality. (a) From Between the date hereof to of this Agreement and the Effective Time, each of upon reasonable notice the Company shall (i) give Parent, Merger Sub and Target their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access to all buildings, offices, and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records and affairs of the Company, whether located on the premises of the Company or at another location; (ii) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Merger Sub to make such inspections as they may require; (iv) cause its officers to furnish Parent and Merger Sub such financial, operating, technical and product data and other information with respect to the business and properties of the Company as Parent and Merger Sub from time to time may request, including without limitation financial statements and schedules; (v) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and affiliates of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and (vi) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; PROVIDED, HOWEVER, that no investigation pursuant to this Section 7.2 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 7.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Except as otherwise provided below, until Parent or Merger Sub acquires Shares pursuant to the Stockholder Agreements, Parent and Merger Sub shall, and shall cause their respective subsidiaries, affiliates, officersagents and representatives to, directors, employees, auditors keep secret and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and recordsretain in confidence, and shall furnish one another with all financial, operating and not use for the benefit of any such person or others (other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents than in connection with this Agreement and the transactions contemplated hereby and hereby), any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any confidential information of them may have made. (d) No investigation the Company which Parent or Merger Sub obtained from the Company pursuant to this Section 2 7.2. The restrictions on use and disclosure contained herein shall affect not apply if and to the extent any representations such information (i) is publicly available or warranties becomes publicly available (through no action or fault of Parent or Merger Sub), (ii) was or is obtained by Parent or Merger Sub from a third party, PROVIDED that to the recipient's knowledge, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, (iii) was already in the possession of Parent or Merger Sub or known to Parent or Merger Sub prior to being disclosed or provided to them by or on behalf of the parties herein Company, PROVIDED that, to the recipient's knowledge, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, or (iv) is required to be disclosed in a legal proceeding or pursuant to applicable law, gaming regulations or the conditions rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Merger Sub is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to the obligations disclose any of the parties heretoconfidential information provided under this Section 7.2, such party shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 7.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Parent or Merger Sub is nonetheless, based on advice of its counsel, legally compelled to disclose the confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the confidentiality of the confidential information, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and disclosure of confidential information under this Section 7.2 shall expire three years from the date hereof.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their respective subsidiaries is a party or pursuant to applicable Law, from the date hereof to of this Agreement until the Effective Time, each of Parent, Merger Sub and Target shall, , (i) the Company shall (and shall cause their respective subsidiaries, affiliates, its subsidiaries to): (A) provide to Parent (and Parent’s officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents to afford the officersother representatives, employees and agents of one another complete collectively, “Representatives”) access at all reasonable times upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all the books and recordsrecords thereof, including access to conduct any reasonable environmental assessment and shall (B) furnish one another with all financialpromptly to Parent such information concerning the business, operating properties, contracts, assets, liabilities, personnel and other data aspects of the Company and information the Company Subsidiaries as each, through Parent or its officers, employees or agents, Representatives may reasonably request; providedand (ii) Parent shall (and shall cause its subsidiaries to, howeverand use its reasonable best efforts to cause LNM to): (A) provide to the Company and the Company’s Representatives access at reasonable times upon prior notice to the officers, that no party shall be required employees, agents, properties, offices and other facilities of Parent and the Parent Subsidiaries and to provide access or the books and records thereof and (B) furnish promptly to the Parent such information which it concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Parent and the Parent Subsidiaries (including for the purposes of this Section 6.03(a)(ii)(B), LNM and its Subsidiaries) as is prohibited by law or contract reasonably necessary in order for the Company to provide or furnishperform a due diligence review with respect to the representations, warranties and covenants provided to the Company pursuant to this Agreement. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and All information obtained by them from one another Parent or their respective subsidiariesthe Company pursuant to this Section 6.03 shall be kept confidential in accordance with the confidentiality agreement, affiliatesdated September 28, directors2004 (the “Confidentiality Agreement”), officers, employees between Parent and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may beCompany. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 6.03 shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto. (d) Each of the Parent and the Company hereby waives the provisions of the Confidentiality Agreement as and to the extent necessary to permit the consummation of the transactions contemplated by this Agreement.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party (a) From which such Person will use commercially reasonable efforts to cause the counterparty thereto to waive), and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date hereof of this Agreement to the Effective Time, each of Parentthe Company will, and will cause its directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to: (i) provide to Parent and Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford Representatives (the officers, employees and agents of one another complete “Parent Representatives”) reasonable access at all reasonable times during normal operating hours upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of such party and its Subsidiaries and to all the books and recordsrecords thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, and shall furnish one another with all financialproperties, operating Contracts, assets, liabilities, personnel and other data aspects of such party and information its Subsidiaries as each, through its officers, employees Parent or agents, the Parent Representatives may reasonably request; provided, however, provided that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 6.2 shall affect or be deemed to modify any representations representation or warranties of warranty made by the parties Company herein or any of the conditions to the obligations of the parties heretohereto under this Agreement. The information referred to in the previous sentence shall be subject to the Mutual Confidentiality Agreement, dated February 10, 2011, by and between the Company and Parent (the “Confidentiality Agreement”). No investigation or disclosure, pursuant to this Section 6.2 or otherwise, shall modify or supplement the representations and warranties of the Company in this Agreement, except as provided in the Company SEC Documents or in the Company Disclosure Letter in each case as and to the extent provided in the introductory paragraph to Article 4.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, each of Parentto all its properties, Merger Sub books, contracts, commitments, employees, auditors, agents, representatives and Target shallrecords and, during such period, the Company shall (and shall cause their respective subsidiarieseach of its Subsidiaries to) furnish promptly to Parent, affiliates(i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, officersschedule, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants registration statement and other facilities document filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and to all books and recordsCompany or any of its Subsidiaries, Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and shall furnish one another with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all financialother information concerning its business, operating properties and personnel as the other data and information as each, through its officers, employees or agents, party may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of ParentUpon reasonable notice, Merger Sub and Target shall, Parent shall (and shall cause their respective affiliates and their respective each of its Subsidiaries to) afford to the officers, directorsemployees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and agents its Subsidiaries reasonably necessary to hold perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in strict confidence all data and information obtained by them from one another or their respective subsidiariesany material respect and, affiliatesduring such period, directors, officers, employees and agents Parent shall (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that cause each of its Subsidiaries to) furnish promptly to the Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such officersparty's Subsidiaries during such period pursuant to the requirements of any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (c) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, directorsStandard & Poor's Corporation, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇'▇ Investor Services, Merger Sub Inc., and with any Governmental Entity or Target, as insurance regulatory authorities which primarily relates to the case may be. transactions contemplated hereby. (c) In The Confidentiality Agreement dated June 26, 1997 (the event of "PARENT CONFIDENTIALITY AGREEMENT"), between Parent and the termination of this AgreementCompany and the confidentiality agreement dated July 30, Parent1997 (the "COMPANY CONFIDENTIALITY AGREEMENT"), Merger Sub between the Company and Target shall, and Parent shall cause their respective affiliates, officers, directors, employees and agents apply with respect to (1) return promptly every document information furnished to them by one another thereunder or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby hereunder and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.other activities contemplated thereby. 43

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including, to the extent the Company is able, the work papers of Grant Thornton L▇▇). ▇▇▇▇▇▇▇▇g the date hereof of this Agreement and prior to the Effective Time, each Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the officers, employees and agents no other receipt of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through by Parent or any of its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another employees, investment bankers, attorneys, accountants or their respective subsidiariesother advisors or representatives shall operate as a waiver or otherwise affect any representation, affiliateswarranty, directorscovenant, officers, employees and agents (unless such information is agreement or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination other provision of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties obligations of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, as and to the extent requested by Parent, provide Parent with (i) a complete and correct list of all licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its Subsidiaries (the “FCC Licenses”), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), each of Parentto the extent permitted by applicable Law, Merger Sub and Target the Company shall, and shall cause each Company Subsidiary and each of their respective subsidiaries, affiliatesdirectors, officers, directors, employees, auditors and employees or authorized agents to afford the officers(i) provide to Parent and Parent's Representatives access, employees and agents of one another complete access at all reasonable times upon prior notice, to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all the books and recordsrecords thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets (tangible and shall furnish one another intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and all other workpapers (provided that with all financialrespect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, operating personnel, internal financial statements and other data aspects of the Company and information the Company Subsidiaries as each, through its officers, employees Parent or agents, Parent's Representatives may reasonably request; provided. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, howeverfrom the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, that no party the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or furnish to disclose any information which it is prohibited by law (i) where such access or contract disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to provide or furnish. the date of this Agreement (b) Each of Parent, Merger Sub and Target shallprovided that with respect to any such binding agreements, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination following execution of this Agreement, the Company will use commercially reasonable efforts, to the extent requested by Parent, Merger Sub and Target shallto obtain all necessary third party consents to allow Parent to review all such agreements), and shall cause their respective affiliates, officers, directors, employees and agents or (ii) to (1) return promptly every document furnished the extent that outside counsel to them by one another the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others applicable Law. Parent agrees to whom such documents may have been furnished promptly hold confidential all information which it has received or to return such documents and any copies thereof any of them may have made. (d) No investigation which it has gained access pursuant to this Section 2 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and Parent, as amended from time to time (the "Confidentiality Agreement"). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a Superior Offer, the Company shall affect any representations or warranties of the parties herein or the conditions deliver such nonpublic information to Parent (to the obligations of the parties heretoextent such information has not already been deliver to Parent).

Access to Information; Confidentiality. (a) The parties shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable Law, all of their respective obligations under the Confidentiality Agreement dated September 8 and September 9, 1999 (the "Confidentiality Agreement") between the Company and members of the Investor Group. Notwithstanding the Confidentiality Agreement, the Company acknowledges that Merger Sub may cause an information memorandum to be prepared and used in connection with the consummation of the financing of the Transactions; provided, that any recipient of such information memorandum shall be subject to customary confidentiality requirements. (b) Subject to the Confidentiality Agreement, from the date hereof to the Effective Time, the Company shall (and shall cause each of its subsidiaries to) provide to Merger Sub (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") access to all information and documents which Merger Sub may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company or its subsidiaries, except for attorney-client privilege information and information that is attorney work product. (c) From the date hereof to the Effective Time, the Company shall (and shall cause each of Parent, its subsidiaries to): (i) provide to Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete its Representatives access at all reasonable times upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and its subsidiaries and to all the books and recordsrecords thereof and (ii) furnish promptly such information concerning the business, and shall furnish one another with all financialproperties, operating contracts, assets, liabilities, personnel and other data aspects of the Company and information its subsidiaries as each, through Merger Sub or its officers, employees or agents, Representatives may reasonably request; provided, however, that no party shall be required to provide access or furnish except for attorney-client privilege information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information that is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeattorney work product. (d) No investigation by Merger Sub, whether prior to the execution of this Agreement or pursuant to this Section 2 7.04, shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of Parent, Merger Sub and Target The Company shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s its officers, employees, agentscounsel, financial advisors and other representatives to, afford to Cayman Zhongtian and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Exchange to its and to Zhongtian’ properties, officesbooks, plants contracts, commitments, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target the Company shall, and shall cause their respective affiliates its and their respective Zhongtian’s officers, directors, employees and agents representatives to, furnish promptly to hold in strict confidence Cayman Zhongtian all data and information obtained by them from one another or concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their respective obligations hereunder, during the period prior to the Effective Time of the Exchange, Cayman Zhongtian shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Cayman Zhongtian set forth herein and compliance by Cayman Zhongtian of their obligations hereunder, and, during such period, Cayman Zhongtian shall, and shall cause its subsidiaries, affiliates, directors, officers, employees and agents representatives to, furnish promptly to the Company upon its request (unless i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information is or becomes readily ascertainable concerning its business, properties, financial condition, operations and personnel as such other party may from public or published information or trade sources or public disclosure or such information is time to time reasonably request. Except as required by law) , each of the Company and shall insure that such Cayman Zhongtian will hold, and will cause its respective directors, officers, directorsemployees, employees accountants, counsel, financial advisors and agents do not disclose such other representatives and affiliates to hold, any nonpublic information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may bein confidence. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (db) No investigation pursuant to this Section 2 5.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of Deloitte & Touche LLP). Subject to applicable Law, following the date hereof of this Agreement and prior to the Effective Time, each Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel. No investigation by Parent or any of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the no other receipt of information by Parent or any of its officers, employees directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and agents of one another complete access at all reasonable times to one another’s will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices, plants accountants and other facilities advisors and representatives to hold, any and all books and records, and shall furnish one another information received from the Company confidential in accordance with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishthe Confidentiality Agreement. (b) Each Without limiting the generality of Parentthe foregoing, Merger Sub and Target during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause their respective affiliates each of its Subsidiaries to, as and their respective officersto the extent requested by Parent, directors, employees provide Parent with (i) a complete and agents to hold in strict confidence correct list of all data and information obtained licenses issued by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents the Federal Communications Commission (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawthe “FCC”) and shall insure that such officers, directors, employees and agents do not disclose such information to others without held by the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another Company or any of their respective subsidiariesits Subsidiaries (the “FCC Licenses”), affiliates(ii) complete and correct copies of each FCC License, officers(iii) the address and physical location of the device(s) covered by each FCC License, directors(iv) a written description of the purpose of the device(s) covered by each FCC License, employees (v) complete and agents in connection with correct copies of any Notices of Apparent Liability for Forfeiture issued by the transactions contemplated hereby and FCC against the Company or any copies thereof, of its Subsidiaries and (2vi) shall cause others all information reasonably necessary for Parent to whom such documents may make an independent determination that the Company and its Subsidiaries have been furnished promptly to return such documents and any copies thereof any complied with FCC rules regarding changes of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties ownership control of the parties herein FCC Licenses (including descriptions of any transactions that effected a change of ownership or the conditions to the obligations control of the parties heretoFCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the date hereof Issuer is a party or pursuant to applicable Law, during the Pre-Closing Period, the Issuer shall: (i) provide to the Effective Time, each of Parent, Merger Sub Company (and Target shall, and shall cause their respective subsidiaries, affiliates, the Company's officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents to afford the officersother representatives, employees and agents of one another complete collectively, "Representatives") access at all reasonable times during normal business hours upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of such party and its subsidiaries and to all the books and recordsrecords thereof; and (ii) furnish promptly to the Company such information concerning the business, and shall furnish one another with all financialproperties, operating contracts, assets, liabilities, personnel and other data and information aspects of the Issuer as each, through the Company or its officers, employees or agents, Representatives may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of ParentExcept as required pursuant to any confidentiality agreement or similar agreement or arrangement to which a Principal Company Shareholder is a party or pursuant to applicable Law, Merger Sub during the Pre-Closing Period, the Principal Company Shareholders shall use their reasonable best efforts to cause the Company to: (i) provide to the Issuer and Target shall, and shall cause their respective affiliates and their respective its Representatives access at reasonable times during normal business hours upon prior notice to the officers, directorsemployees, employees agents, properties, offices and agents other facilities of the Company and the Company Subsidiaries and to hold in strict confidence all data the books and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees records thereof; and agents (unless ii) furnish promptly to the Issuer such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) concerning the business, properties, contracts, assets, liabilities, personnel and shall insure that such officers, directors, employees other aspects of the Company and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, Company Subsidiaries as the case Issuer or its Representatives may bereasonably request. (c) In All information obtained by the event of parties pursuant to this Section 6.03 shall be kept confidential in accordance with the termination of this Mutual Nondisclosure Agreement, Parentdated as of September 28, Merger Sub 2004 (the "Confidentiality Agreement"), between the Issuer and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have madeCompany. (d) No investigation pursuant to this Section 2 6.03 or made prior to the signing of this Agreement shall affect any representations representation or warranties warranty in this Agreement of the parties herein any party hereto or the conditions any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Company shall, and -------------------------------------- shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the date hereof period prior to the Effective TimeTime to all its properties, each of Parentbooks, Merger Sub contracts, commitments, tax returns, personnel and Target records and, during such period, Company shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates, officers, directors, employees, auditors and agents furnish as promptly as practicable to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsParent such information concerning its business, properties, officesfinancial condition, plants operations and other facilities personnel as Parent may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby (including, without limitation, the integration of Company's business with Parent and to all books and records, its existing businesses) and shall furnish one another not interfere unnecessarily with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target normal operations. Parent shall, and shall cause their respective affiliates each of its Subsidiaries to, afford to Company and their respective to Company's officers, directorsemployees, employees counsel, financial advisors and agents other representatives reasonable access during normal business hours during the period prior to hold in strict confidence the Effective Time to all data its properties, books, contracts, commitments, tax returns, personnel and information obtained by them from one another or their respective subsidiariesrecords and during such period, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target Parent shall, and shall cause their respective affiliateseach of its Subsidiaries to, officersfurnish as promptly as practicable to Company such information concerning its business, directorsproperties, employees financial condition, operations and agents personnel as Company may from time to (1) return promptly every document furnished time reasonably request, provided that the foregoing action shall be reasonably related to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom not interfere unnecessarily with normal operations. Any such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 by Parent or Company shall not affect any the representations or warranties contained in this Agreement. Parent and Company will hold, and will cause their respective directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from the other party in confidence to the extent required by, and in accordance with the provisions of the parties herein or the conditions letter agreements between Parent and Company with respect to the obligations of the parties heretoconfidentiality and other matters.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP). Following the date hereof of this Agreement and prior to the Effective Time, each Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of Parent, Merger Sub and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors investment bankers, attorneys, accountants or other advisors or representatives and agents to afford the officers, employees and agents no other receipt of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through by Parent or any of its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another employees, investment bankers, attorneys, accountants or their respective subsidiariesother advisors or representatives shall operate as a waiver or otherwise affect any representation, affiliateswarranty, directorscovenant, officers, employees and agents (unless such information is agreement or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination other provision of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties obligations of the parties herein (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, as and to the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a complete and correct list of all licenses issued by the Federal Communications Commission (the "FCC") and held by the Company or any of its Subsidiaries (the "FCC Licenses"), (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its Subsidiaries and (vi) all reasonably available information in the possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) Access to Information. From the date hereof of this Agreement until the earlier to occur of the Effective TimeClosing Date or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, each of Parent, Merger Sub High Tide and Target Fab CBD shall, and shall cause their respective subsidiariesSubsidiaries (if any) to, affiliatesafford to the other and their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of High Tide, Fab CBD or any of their respective Subsidiaries (if any), to the officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employeesaccountants, agents, properties, offices, plants and other facilities and to all books and books, records, and shall furnish one another with all financialcontracts, operating and other data assets of High Tide, Fab CBD and information as eachtheir respective Subsidiaries (if any). Further, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each each of Parent, Merger Sub High Tide and Target Fab CBD shall, and shall cause their respective affiliates Subsidiaries (if any) to, furnish promptly to Fab CBD or High Tide such other information concerning the business and properties of High Tide, Fab CBD and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents Subsidiaries (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by lawif any) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case other of Fab CBD or High Tide may be. (c) In the event reasonably request from time to time. None of the termination of this AgreementHigh Tide, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or Fab CBD nor any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and Subsidiaries (2if any) shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause others such information to whom be provided in a manner that would not result in such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) jeopardy or contravention). No investigation shall affect the representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Fab CBD or High Tide pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. (a) From Subject to and in accordance with the terms and conditions of that certain letter dated March 2, 1999, between Parent and the Company (the "Confidentiality Agreement"), from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiaries, affiliatesits Subsidiaries, officers, directors, employees, auditors employees and agents to to, afford the officers, employees and agents of one another complete access Parent, Purchaser and their affiliates and the attorneys, accountants, banks, other financial institutions and investment banks working with Parent or Purchaser, and their respective officers, employees and agents, reasonable access, at all reasonable times upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the Company's business, to one another’s its officers, employees, agents, properties, officesbooks, plants records and other facilities and to all books and recordscontracts, and shall furnish one another Parent, Purchaser and their affiliates and the attorneys, banks, other financial institutions and investment banks working with Parent or Purchaser, all financial, operating and other data and information as each, through its officers, employees or agents, may they reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each Subject to the requirements of Parentlaw, Merger Sub Parent and Target Purchaser shall, and shall cause their respective officers, employees, agents and affiliates and their respective officersthe attorneys, directorsbanks, employees other financial institutions and agents to investment banks who obtain such information to, hold in strict confidence all data and information obtained pursuant to this Agreement or the Confidentiality Agreement in confidence in accordance with the terms and conditions of the Confidentiality Agreement and in the event of termination of this Agreement for any reason, Parent shall promptly return all nonpublic documents obtained from the Company or any of its Subsidiaries and any copies made of such documents for Parent and all documentation and other material prepared by them from one another Parent, Purchaser or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such advisors based on written nonpublic information is furnished by the Company or becomes readily ascertainable from public its advisors shall be destroyed except for those which Parent or published information its counsel deems advisable to retain in connection with pending or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may befuture litigation. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 4.3 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (which such person shall use reasonable best efforts to cause the counterparty to waive) from the date hereof of this Agreement to the Effective Time, each of Parent, Merger Sub the Company and Target Parent shall, and shall cause each of its Subsidiaries and each of their respective subsidiaries, affiliatesdirectors, officers, directors, employees, auditors accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, "Representatives") to afford (i) ----------------- provide to the officers, employees other party and agents of one another complete its respective Representatives access at all reasonable times upon prior notice to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of such party and its Subsidiaries and to all the books and recordsrecords thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the other party and its Representatives may reasonably request. No investigation conducted pursuant to this Section 6.3(a) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. (b) With respect to the information disclosed pursuant to this Section 6.3, the parties shall comply with, and shall furnish one another with cause their respective Representatives to comply with, all financialof their respective obligations under the confidentiality agreement, operating dated November 14, 2001, previously executed by the Company and other data and information as each, through its officers, employees or agents, may reasonably requestParent (the "Confidentiality Agreement"); provided, however, that no party the --------------------------- restrictions on Parent and its Subsidiaries, Affiliates and Representatives set forth in paragraph 8 of the Confidentiality Agreement shall be required inapplicable with respect to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event any of the termination of transactions set forth in this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, from the date hereof to of this Agreement until the earlier of the Effective TimeTime or the Termination Date, each of Parent, Merger Sub Company or EAI shall (i) provide or cause to be provided to Parent (and Target shall, and shall cause their respective subsidiaries, affiliates, its officers, directors, employees, auditors accountants, consultants, legal counsel, agents and agents to afford the officersother representatives (collectively, employees and agents of one another complete "Representatives")) access at all reasonable times upon prior notice to one another’s its officers, employees, agents, properties, offices, plants offices and other facilities and, on an as needed basis, to those of EAI and to all the books and recordsrecords of Company and, as directly applicable, of EAI, and shall (ii) promptly furnish one another with all financialor cause to be furnished such information concerning Company's business, operating properties, contracts, assets, liabilities and other data personnel (and information such of EAI as each, through are directly applicable) as Parent or its officers, employees or agents, Representatives may reasonably request. Parent's right of access and inspection shall be exercised in such a manner as not to unreasonably interfere with the operations of Company's or EAI's business and shall be coordinated with the President of Company. From the date of this Agreement until the earlier of the Effective Time or the Termination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company employee or agent without one of the Managing Stockholders being present; provided, however, that no party the Managing Stockholders shall be required to provide access or furnish information which it is prohibited make themselves available for such meetings as requested by law or contract to provide or furnish. (b) Parent. Each of Parent, Merger Sub Parent and Target shall, the Stockholders shall (and shall cause their respective affiliates its Representatives to) abide by, the terms of that certain confidentiality agreement dated March 21, 2000 by and their respective officersbetween Parent and Company, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information a copy of which is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, attached hereto as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) Annex G. No investigation conducted pursuant to this Section 2 6.03 shall affect or be deemed to modify any representations representation or warranties of the parties herein or the conditions to the obligations of the parties heretowarranty made in this Agreement.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement, the Company shall, and shall cause its Subsidiaries to, afford to Diodes and Diodes’ Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the Effective Timeofficers, each employees, accountants, agents, vendors and customers (to the extent access to such vendors and customers can be obtained by the Company using commercially reasonable efforts), properties, offices and other Facilities and to all books, records, Contracts and other assets of Parentthe Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Diodes such other information concerning the business and properties of the Company and its Subsidiaries as Diodes may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Diodes or Merger Sub pursuant to this Agreement. (b) Diodes and Target shallthe Company shall comply with, and shall cause their respective subsidiariesRepresentatives to comply with, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents all of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officersobligations under the Confidentiality Agreement, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and which shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of survive the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents Agreement in connection accordance with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any terms set forth in ARTICLE IX of them may have madethis Agreement in accordance with the terms set forth therein. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information and subject to the procedures set forth on Section 5.6(a) of the Company Disclosure Schedules, each of Parent, Merger Sub and Target the Company shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates(i) provide to Parent and its Representatives, officersto the extent reasonably requested by Parent, directorscopies of its and its Subsidiaries’, employeescommitments, auditors books, Contracts, records and agents correspondence, including financial and operating data on a product line and/or segment-level basis, materials filed with or furnished to afford the officersany Governmental Authority, employees monthly profit and agents of one another complete loss statements, balance sheets, capital expenditure details, bookings and backlog schedules, monthly management reporting packages, budget to actual reports and full year 2013 reforecasts, as well as reasonable access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or key employees, subject matter experts and other personnel as agreed to by the Company and, subject to the supervision by a Company employee, accountants, counsel, financial advisors, sales agents, distributors and other Representatives and (ii) afford access to the physical properties of the Company and its Subsidiaries accompanied by a Company employee and upon reasonable request, all of the foregoing to be used by Parent and its Representatives to conduct integration planning and to determine whether the conditions set forth in Article VI have been satisfied (and the Company agrees to provide, or cause to be provided, reasonable cooperation in connection therewith, provided, that all of the foregoing access or cooperation shall not be unduly disruptive to the operation of the Company’s business). The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each Except for disclosures permitted by the terms of Parentthe Confidentiality and Standstill Agreement, Merger Sub dated as of October 2, 2012, between GE Energy, LLC and Target shallthe Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and its Representatives shall cause their respective affiliates and their respective officers, directors, employees and agents to hold information received from the Company in strict connection with the transactions contemplated by this Agreement in confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without in accordance with the prior written consent terms of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) Confidentiality Agreement. In the event of the termination of this Agreement in accordance with its terms, nothing in this Agreement shall be deemed to limit the restrictions applicable to Parent under the Confidentiality Agreement, Parentincluding with respect to any information obtained by Parent pursuant to Section 5.6(a). (c) This Section 5.6 shall not require the Company to permit any access, Merger Sub or to disclose any information, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in (i) any violation of any contract or Law to which the Company or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and Target shallsuch undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Person’s position in any pending or, what such Person believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any of its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cause their respective affiliates, officers, directors, employees and agents cooperate in seeking to facilitate disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) return promptly every document furnished would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to them by one another result in the violation of any such contract or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection Law or reasonably be likely to cause such privilege to be undermined with the transactions contemplated hereby and any copies thereof, and respect to such information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of Parent shall be provided access to such information; provided, further, that the Company shall (x) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause others such privilege to whom be undermined, (y) communicate to Parent in reasonable detail the facts giving rise to such documents may have been furnished promptly notification and the subject matter of such information (to return the extent it is able to do so in accordance with the first proviso in this Section 5.6(c)) and (z) in the case where such documents and disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any copies thereof contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of them may have madesuch contract). (d) No investigation investigation, or information received, pursuant to this Section 2 shall affect 5.6 will modify any representations or warranties of the parties herein or the conditions to the obligations representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Prairie Nevada and its representatives reasonable access during normal business hours during the date hereof period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Prairie Nevada all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, during the period prior to the Effective Time, each Prairie Nevada shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of Parentthe representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its obligations hereunder, Merger Sub and Target and, during such period, Prairie Nevada shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the its officers, employees and agents representatives to, furnish promptly to the Company upon its request (i) a copy of one another complete access at each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all reasonable times other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to one another’s time reasonably request. Except as required by law, each of the Company and Prairie Nevada will hold, and will cause its respective directors, officers, employees, agentsaccountants, propertiescounsel, offices, plants financial advisors and other facilities representatives and affiliates to all books and recordshold, and shall furnish one another with all financial, operating and other data and any nonpublic information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishin confidence. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 4.01 shall affect any representations or warranties of the parties Parties herein or the conditions to the obligations of the parties Parties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), each of Parentto the extent permitted by applicable Law, Merger Sub and Target the Company shall, and shall cause each Company Subsidiary and each of their respective subsidiaries, affiliatesdirectors, officers, directors, employees, auditors and employees or authorized agents to afford the officers(i) provide to Parent and Parent’s Representatives access, employees and agents of one another complete access at all reasonable times upon prior notice, to one another’s the officers, employees, agents, properties, offices, plants offices and other facilities of the Company and the Company Subsidiaries and to all the books and recordsrecords thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets (tangible and shall furnish one another intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and all other workpapers (provided that with all financialrespect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, operating personnel, internal financial statements and other data aspects of the Company and information the Company Subsidiaries as each, through its officers, employees Parent or agents, Parent’s Representatives may reasonably request; provided. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, howeverfrom the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, that no party the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or furnish to disclose any information which it is prohibited by law (i) where such access or contract disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to provide or furnish. the date of this Agreement (b) Each of Parent, Merger Sub and Target shallprovided that with respect to any such binding agreements, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination following execution of this Agreement, the Company will use commercially reasonable efforts, to the extent requested by Parent, Merger Sub and Target shallto obtain all necessary third party consents to allow Parent to review all such agreements), and shall cause their respective affiliates, officers, directors, employees and agents or (ii) to (1) return promptly every document furnished the extent that outside counsel to them by one another the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others applicable Law. Parent agrees to whom such documents may have been furnished promptly hold confidential all information which it has received or to return such documents and any copies thereof any of them may have made. (d) No investigation which it has gained access pursuant to this Section 2 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and Parent, as amended from time to time (the “Confidentiality Agreement”). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a Superior Offer, the Company shall affect any representations or warranties of the parties herein or the conditions deliver such nonpublic information to Parent (to the obligations of the parties heretoextent such information has not already been deliver to Parent).

Access to Information; Confidentiality. (a) From Upon reasonable notice, Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives access during the date hereof period prior to the Effective Time to all its properties, books, contracts, commitments, Returns, personnel and records and, during such period, Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and personnel as Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the representations or warranties contained in this Agreement. Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the extent required by, and in accordance with the provisions of, the letter agreement dated August 17, 1999, between Parent and Company with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, each it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of ParentCompany or any of its Subsidiaries. (b) Upon reasonable notice, Merger Sub and Target Parent shall, and shall cause their respective subsidiarieseach of its Subsidiaries to, affiliates, officers, directors, employees, auditors afford to Company and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s Company's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, officesbooks, plants contracts, commitments, Returns, personnel and other facilities and to all books and recordsrecords and, and shall furnish one another with all financialduring such period, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and Target Parent shall, and shall cause their respective affiliates each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and their respective officerspersonnel as Company may from time to time reasonably request. Any such investigation by Company shall not affect the representations or warranties contained in this Agreement. Except as required by law, directorsCompany will hold, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, will cause its directors, officers, employees employees, accountants, counsel, financial advisors and agents (unless such other representatives and affiliates to hold, any non-public information is or becomes readily ascertainable obtained from public or published information or trade sources or public disclosure or such information is Parent in confidence to the extent required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shallby, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.in

Access to Information; Confidentiality. (a) From Except (i) as otherwise prohibited by applicable Law or the date hereof terms of any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company has used, or has caused its Subsidiaries, as applicable, to use, commercially reasonable efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the Effective Timerestrictions or limitations as are reasonable in response to COVID-19 or required by any COVID-19 Measures, each of Parent, Merger Sub and Target shall, the Company shall and shall cause their respective subsidiariesthe Company Subsidiaries to, affiliatessolely for purposes that are, in good faith, related to the consummation of the Merger (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company and its Subsidiaries with Parent and its Affiliates, and at Parent’s expense: (x) provide to Parent and its Representatives (including Debt Financing Sources) reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, directors, employees, auditors properties and agents offices and other facilities of the Company and the Company Subsidiaries, and to afford the material books and records thereof, and (y) furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilities and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request. In the event that the Company or the Company Subsidiaries are withholding access or information requested by Parent or its Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company shall give notice to Parent of such fact and use commercially reasonable efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company, any of the Company Subsidiaries or any of their respective Representatives to provide any opinion to Parent or to prepare any reports, analyses or appraisals to the extent such report, analysis or appraisal is not otherwise readily available to the Company, the Company Subsidiaries or any of their respective Representatives. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and agents other authorized Representatives of one another complete the Company or any of the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company or the Company Subsidiaries. Any access at all to the properties of the Company and the Company Subsidiaries will be subject to the Company’s reasonable times security measures and insurance requirements. All requests for access pursuant to one another’s officers, employees, agents, properties, offices, plants this Section 7.02 must be directed to specified Representatives of the Company and other facilities and the Specified Stockholder from time to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its officers, employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnishtime. (b) Each of All information obtained by Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation Representatives pursuant to this Section 2 Article VII shall affect any representations or warranties of be kept confidential in accordance with the parties herein or amended and restated mutual nondisclosure agreement, dated January 31, 2023 (the conditions “Confidentiality Agreement”), between Silver Lake Management Company V, L.L.C. and the Company. Notwithstanding anything in the Confidentiality Agreement to the obligations contrary, the term “Representatives” (as defined in the Confidentiality Agreement) shall hereafter be deemed to include any actual or potential financing sources of Parent and its Representatives (as defined in the parties heretoConfidentiality Agreement), including the Debt Financing Sources, without the need for “Required Consent” (as defined in the Confidentiality Agreement).

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof to the Effective Time, each of Parent, Merger Sub and Target Company shall, and shall cause their respective subsidiarieseach of the Company Subsidiaries to, affiliates, officers, directors, employees, auditors and agents afford to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agentsaccountants, counsel, financial advisors and other representatives of Parent, Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, officesbooks, plants contracts, commitments and other facilities and to all books and recordsrecords and, during such period, the Company shall (and shall cause each of the Company Subsidiaries to) furnish one another with promptly to Parent or Acquisition Sub all financialinformation concerning its business, operating properties and other data and information personnel as each, through its officers, employees Parent or agents, Acquisition Sub may reasonably request; provided, howeverand each shall make available to Parent and Acquisition Sub the appropriate individuals (including attorneys, that no party accountants, and other professionals) for discussion of the Company's business, properties and personnel as either Parent or Acquisition Sub may reasonably request. Parent and Acquisition Sub shall be required to provide access or furnish keep such information which it is prohibited by law or contract to provide or furnishconfidential in accordance with the terms of the confidentiality agreement dated January 9, 2002 between Parent and the Company (the "Parent Confidentiality Agreement"). (b) Each Upon reasonable notice, Parent shall afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the Company reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, books, contracts, commitments and records and, during such period, Parent shall furnish promptly to the Company all information concerning its business, properties and personnel as the Company may reasonably request, and each shall make available to the Company the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of Parent's business, Merger Sub properties and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of ▇▇▇▇▇▇, Merger Sub or Target, personnel as the case Company may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.reasonably