Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. The Bank may disclose the Legal Agreements and any information related to the Legal Agreements in accordance with its policy on access to information, in effect at the time of such disclosure. The additional procedures set out below shall apply to the procurement of goods and works under contracts awarded on the basis of National Competitive Bidding, in order to ensure economy, efficiency, transparency, and broad consistency with the provisions of Section I of the Procurement Guidelines, pursuant to paragraph 3.3 of said Guidelines. In the event of a conflict between the Borrower’s procedures and the provisions of paragraphs 3.3 and 3.4 of the Procurement Guidelines, said paragraphs shall govern, including the following: Invitations to bid shall be advertised in at least one (1) national newspaper with a wide circulation, at least 30 days prior to the deadline for the submission of bids; Bid documents shall be made available, by mail or in person, to all who are willing to pay the required fee; Foreign bidders shall not be precluded from bidding and no preference of any kind shall be given to national bidders in the bidding process; Bidding shall not be restricted to pre-registered firms; Qualification criteria shall be stated in the bidding documents; Bids shall be opened in public, immediately after the deadline for submission of bids; Bids shall not be rejected merely on the basis of a comparison with an official estimate without the prior written agreement of the Bank; Before rejecting all bids and soliciting new bids, the Bank’s prior written agreement shall be obtained; Bids shall be solicited and works contracts shall be awarded on the basis of unit prices; Contracts shall not be awarded on the basis of nationally negotiated rates; Single bids shall also be considered for award; Contracts shall be awarded to the lowest evaluated and qualified bidder; Post-bidding negotiations shall not be allowed with the lowest evaluated or any other bidders; Draft contracts shall be reviewed by the Bank in accordance with prior review procedures; State-owned enterprises shall be eligible to bid only if they can establish that they are legally and financially autonomous, operate under commercial law, and are not a dependent agency of the Borrower; A firm declared ineligible by the Bank, based on a determination by the Bank that the firm has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for or in executing a Bank-financed contract, shall be ineligible to be awarded a Bank-financed contract during the period of time determined by the Bank; The Bank shall declare a firm ineligible, either indefinitely or for a stated period, to be awarded a contract financed by the Bank, if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for, or in executing, a contract financed by the Bank; and Each contract financed from the proceeds of a Loan shall provide that the suppliers, contractors, and subcontractors shall permit the Bank, at its request, to inspect their accounts and records relating to the performance of the contract and to have said accounts and records audited by auditors appointed by the Bank. The deliberate and material violation by the supplier, contractor, or subcontractor of such provision may amount to an obstructive practice. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (“Installment Share”). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records Withdrawn Loan Balance as of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing first Principal Payment Date; by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counselthe Installment Share for each Principal Payment Date, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed such repayable amount to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseadjusted, as such term is used innecessary, and shall be treated to deduct any amounts referred to in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date paragraph 4 of this Agreement; providedSchedule, that Parent shall be entitled to share such Confidential Information with the parties providing the Financingwhich a Currency Conversion applies. On each January 15 and July 15, prospective co-investors or limited partners of the members of Parent; provided furtherBeginning July 15, however2018 through January 15, that any parties providing the Financing2038 2.44 On July 15, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.2038 2.40

Access to Information. (a) From During the date hereof until Pre-Closing Period, Seller shall, and shall cause the Effective Time Acquired Companies to, provide Buyer and subject its Representatives with reasonable access to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to all of the offices, Business’ properties, books assets, books, records, data and records of the Company and its Subsidiaries, information; (ii) furnish to Parent, its counsel, financial advisors, auditors all senior management and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results key employees of the Company in advance of any filing by the Company with the SEC containing such financial results), Business; and (iii) instruct any other information to the employeesextent concerning or relating to the Acquired Companies, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning Business or the Company and its Subsidiaries, Pre-Closing Restructuring as the case may be, except that nothing herein shall require the Company Buyer or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives Representatives may reasonably request in connection with this Agreement and the consummation of the transactions contemplated hereby hereby. All access and investigation pursuant to this Section 5.2(a) shall be deemed (A) conducted during normal business hours upon reasonable advance notice to Seller, (B) conducted in such a manner as not to unreasonably interfere in any material respect with the normal operations of the Acquired Companies, (C) coordinated through ▇▇▇▇▇ ▇▇▇▇▇▇▇ or a designee thereof, and (D) conducted with Buyer bearing Seller’s reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, and Seller shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.2(a). Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, neither Seller nor the Acquired Companies shall be "Confidential Information" required to provide access or disclose information where such access or disclosure would, upon the advice of counsel, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of Seller or the Acquired Companies, (2) conflict with any Law or Order (including any COVID-19 Measures) applicable to Seller or the Acquired Companies or (3) result in the disclosure of competitively sensitive information; provided, however, that, in such instances, Seller shall inform Buyer of the general nature of the information being withheld and, upon Buyer’s request and with Buyer bearing Seller’s reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, reasonably cooperate with Buyer to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (1), (2) or (3). Notwithstanding any of the foregoing, the Acquired Companies may limit the access provided for in this Section 5.2(a) to the extent such information would be considered "Confidential Information," in each caseaccess, as such term is used inreasonably determined by the Acquired Companies in light of the COVID-19 Pandemic or any COVID-19 Measures, would jeopardize the health and shall be treated in accordance with, safety of any of the Confidentiality Agreement, dated as employees or other representatives of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this AgreementAcquired Companies; provided, that Parent if such access is limited, Seller shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to provide such access in an alternative manner, including via virtual or electronic means. Notwithstanding anything to the contrary contained herein, during the Pre-Closing Period, without the prior written consent of Seller (which consent may be entitled withheld for any reason), Buyer shall not, and shall cause its Affiliates and its Representatives not to, contact any vendor, supplier or customer of the Acquired Companies regarding the business, operations, or prospects of the Acquired Companies or this Agreement or the transactions contemplated hereby. (b) Buyer will hold any information obtained pursuant to share such Confidential Information Section 5.2(a) in confidence in accordance with the parties providing Confidentiality Agreement. (c) Except to the Financingextent documented in writing in a consent granted by Buyer pursuant to Section 5.1(a) or on another waiver, prospective co-investors consent or limited partners amendment to or under this Agreement executed by Buyer, no information or knowledge obtained in any investigation by Buyer or other information received by Buyer pursuant to Section 5.2(a) shall operate as a waiver or be deemed to modify or otherwise affect any representation, warranty or agreement contained herein or in any Ancillary Agreement or certificate, document or other instrument delivered in connection herewith, the conditions to the obligations of the members Parties to consummate the Closing in Article 7 or otherwise prejudice in any way the rights and remedies of Parent; provided furtherBuyer hereunder, howevernor shall any such information, that any parties providing knowledge or investigation be deemed to affect or modify Buyer’s reliance on the Financingrepresentations, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound warranties, covenants and agreements made by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySeller herein.

Access to Information. (a) From the date hereof until the Effective Time and subject Closing Date, Seller will cause the Companies to the requirements of applicable Laws, the Company shall (i) provide to Parentgive Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its SubsidiariesCompanies relating to the Business, (ii) furnish to ParentBuyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, counsel and financial advisors, auditors advisors of Seller and other authorized representatives (other than nonemployee directors) the Companies to cooperate with Buyer in its investigation of the Company Business; provided that any requests for such access and its Subsidiaries information shall be directed to cooperate reasonably with Parent Seller or such other Person as Seller may designate in writing from time to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiariestime. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted or occur at reasonable times during regular business hours, as approved in advance by Seller, and in such manner as not to interfere unreasonably with the conduct of the business or operations of Seller or the Companies. Notwithstanding the foregoing, in no event shall Buyer have access to any information that relates solely to any portion of the Company business of Seller and its Subsidiaries. (b) Parent hereby agrees Affiliates that all information provided is not being transferred pursuant to it or its counselthis Agreement, financial advisors, and the auditors and independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. The foregoing shall not require Seller or any of its Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or any of its Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any attorney-client privilege (provided that the disclosing party shall use commercially reasonable efforts to provide the other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (iii) the violation of Applicable Law. Neither Seller nor any Company makes any representation or warranty as to the accuracy or completeness of any information would be considered "Confidential Information," (if any) provided pursuant to this Section 5.02, and Buyer may not rely on the accuracy or completeness of such information, in each case, case other than (subject to Section 4.08) as such term is used in, expressly set forth in Seller’s representations and shall be treated warranties set forth in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyArticle 3.

Access to Information. (a) From the date hereof until the Effective Time Upon reasonable notice and subject to applicable laws relating to the requirements exchange of applicable Lawsinformation, the Company and the Company’s Subsidiaries shall (i) provide afford to Parentthe officers, its counselemployees, financial advisorsaccountants, auditors counsel and other authorized representatives reasonable access of UCBH, access, during normal business hours during the period prior to the officesEffective Time, to all of the properties, books books, contracts, commitments, records, officers, employees, accountants, counsel and records other representatives of the Company and its the Company’s Subsidiaries, (ii) furnish to Parentand, its counselduring such period, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by and the Company with Company’s Subsidiaries shall make available to UCBH all information concerning the SEC containing such financial results)businesses, properties and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) personnel of the Company and the Company’s Subsidiaries, as UCBH may reasonably request. UCBH shall use reasonable efforts to conduct its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning due diligence in a manner that will minimize any disruption of the business of the Company and its the Company’s Subsidiaries. Neither the Company nor any of the Company’s Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the customers of the Company or any of the Company’s Subsidiaries, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, provided that the Company or the Company’s Subsidiaries, as the case may be, except that nothing herein deliver to UCBH a written log notifying UCBH of the existence of, and the basis for the withholding by the Company and the Company’s Subsidiaries of, such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the date hereof until the Effective Time or the earlier termination of this Agreement, each of the Company and the Company’s Subsidiaries shall, subject to the restrictions set forth in Section 8.3(a), provide copies of any materials distributed to directors, committee members and shareholders relating to non-confidential portions of board of directors, audit committee and shareholder meetings) and, subject to the prior written consent of any applicable regulatory authority, any regulatory examination exit briefings, and cause one or more of its designated representatives to confer on a regular and frequent basis with representatives of UCBH and to report the general status of the ongoing operations of the Company and the Company’s Subsidiaries. In connection therewith, UCBH shall require have the right of full review on any new loan extended by the Bank in a principal amount in excess of $1,000,000. The Company and the Company’s Subsidiaries will promptly notify UCBH of any material change in the normal course of business of the Company or any of its the Company’s Subsidiaries or in the operation of their respective properties and, to disclose any information that would cause a violation the extent permitted by law, of the existence or progress in resolution of any agreement to which governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of significant litigation involving any of them, and will keep UCBH fully informed of such events, including, without limitation and with the consent of the applicable regulatory authority, the exit briefing at the conclusion of any regulatory examination. (c) No investigation by UCBH or its representatives shall affect the representations, warranties, covenants or agreements of the Company or any of its the Company’s Subsidiaries is a party set forth herein or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct control of the business of the Company by its managing member and the business of the Bank by its Subsidiariesboard of directors and officers. (bd) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives Notwithstanding anything contained in connection with this Agreement to the contrary, the Company, the Bank and UCBH (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation, the consummation tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners none of the members Company, the Bank or UCBH (nor any of Parent their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to whom Parent provides Confidential Information shall agree in writing to be bound by understanding the confidentiality provisions tax treatment and tax structure of the Confidentiality Agreement transactions contemplated by this Agreement, or shall execute their own confidentiality agreements with any other information to the Companyextent that such disclosure could result in a violation of any federal or state securities law.

Access to Information. (a) From the date hereof until the Effective Time and subject Closing, to the requirements of applicable Laws, the Company shall extent reasonably required or advisable for Buyer (i) provide to Parent, its counsel, financial advisors, auditors consummate the transactions contemplated in this Agreement and the other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its SubsidiariesTransaction Documents, (ii) furnish to Parentcomply with its obligations under this Agreement and to comply with, and prepare to comply with, the legal obligations applicable to it and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), Affiliates following Closing; and (iii) to facilitate transition planning, Seller shall, and shall cause its Affiliates to, (a) afford Buyer and Buyer’s prospective financing sources (and their advisors) and Representatives reasonable access, during normal business hours, to and the right to inspect and examine all of the Real Property, properties, assets, premises, personnel, Books and Records (including those relating to Taxes), Contracts and other documents, information and data related to the Business or the Purchased Assets; (b) furnish Buyer and Buyer’s prospective financing sources (and their advisors) and Representatives with such financial, operating and other data and information related to the Business, as Buyer or any of its Representatives may reasonably request; and (c) instruct the employees, counsel, financial advisors, auditors Representatives of Seller and other authorized representatives of its Affiliates (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be) to cooperate with Buyer in connection with clauses (a) and (b) above; provided that any access, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information inspection and examination pursuant to this Section 5.2(a) 6.02 shall be conducted upon reasonable notice and in such manner as not to interfere unreasonably with the conduct businesses, personnel or operations of the business Seller or any of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this AgreementAffiliates; provided, further, that Parent the auditors and accountants of Seller or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. Seller shall be entitled to share restrict such Confidential Information access, inspection and examination (x) as determined in good faith to be appropriate to ensure compliance with any applicable Laws, and (y) to preserve any applicable privileges (including the parties providing attorney client privilege) and to comply with contractual confidentiality obligations provided that with respect to any information that is subject to applicable privileges or contractual confidentiality obligations, Seller shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege or breach any such obligation; provided, further, that in the Financingevent that Seller does not provide access or information in reliance on the preceding clauses, prospective co-investors Seller shall provide notice to Buyer that such access or limited partners information is being withheld and Seller shall use their commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate any such privilege or obligation or risk waiver of such privilege. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer and its Representatives shall not (x) without the prior written consent of Seller (which Seller may withhold in its sole discretion) conduct any intrusive indoor or outdoor sampling or testing at the Real Property or any other property associated or affiliated in any way with Seller or the Business, or (y) communicate with respect to the Business (without the prior written consent of Seller, not to be unreasonably withheld, delayed or conditioned) with sales representatives, suppliers or customers of the members of ParentBusiness; provided further, however, that this clause (y) shall not restrict contacts with any parties providing the Financing, prospective co-investors or limited partners of the members of Parent such Person independently known to whom Parent provides Confidential Information shall agree in writing Buyer with respect to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companymatters unrelated to this Agreement.

Access to Information. (a) From During the period from the date hereof of this Agreement until the Effective Time Closing or earlier termination of this Agreement, and subject to the requirements of applicable LawsLaw and Section 6.06, the Company Parent shall be entitled, through its representatives (i) provide to Parentincluding its employees, its counsel, financial legal advisors, auditors financing sources, consultants and other authorized representatives reasonable accountants), to have such access during normal business hours to the officesproperties, propertiesbusinesses, operations, books and records of the Company and its SubsidiariesSubsidiaries as it reasonably requests in connection with Parent’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted on reasonable advance written notice, (ii) furnish during regular business hours and under reasonable circumstances and shall be subject to Parentrestrictions under applicable Law. The Company shall cause the officers, its counselemployees, financial advisorsconsultants, auditors agents, accountants, attorneys and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to reasonably cooperate reasonably with Parent to obtain and Parent’s representatives in connection with such access to information concerning and examination, and Parent and its representatives shall reasonably cooperate with the Company and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, attorneys and other representatives and shall use their commercially reasonable efforts to minimize any disruption to the Business. Prior to the Closing, Parent and Parent’s representatives may contact and communicate with employees of the Company and its Subsidiaries to the extent necessary in connection with the consummation of the transactions contemplated hereby without the prior written consent of the Company; provided that, such requested communication does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries or (ii) would reasonably be expected to cause the Company or any of the Company’s Subsidiaries to lose the benefit of an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure or conflict with any confidentiality obligations to which the Company or any of the Company’s Subsidiaries is bound, in each case with respect to information to be disclosed; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable prior written request; and provided, further, that the Company shall use commercially reasonable efforts to seek alternative means to disclose such information as the case may be, except nearly as possible without affecting attorney-client privilege or conflicting with such confidentiality obligations (it being understood that nothing herein such commercially reasonable efforts shall not require the Company or any of its Subsidiaries to disclose pay any information that would consideration or amend or modify any Contract). Notwithstanding anything to the contrary contained herein, prior to the Closing, (A) without the prior written consent of the Company, Parent shall not, and shall cause a violation its officers, employees, legal advisors, consultants, agents, accountants and other representatives not to, contact any customer, supplier, distributor, independent contractor, landlord, lessor or bank of any agreement to which the Company or any of its the Company’s Subsidiaries, other than in the ordinary course of Parent’s business, with respect to the Company, any of the Company’s Subsidiaries is a party or would cause a risk the transactions contemplated by this Agreement and (B) Parent shall have no right to perform invasive or subsurface investigations of a loss the properties or facilities of privilege to the Company or any of its Subsidiariesthe Company’s Subsidiaries without the prior written consent of the Company. Such access The Parties shall cooperate with respect to preparation and timely submission of Tax Returns in respect of Transfer Taxes arising in connection with the transactions contemplated by this Agreement and any Related Agreement. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.2(a) shall be conducted 6.05 and neither Parent nor Merger Sub may rely on the accuracy of any such information, in such manner each case other than as not expressly set forth in the Company’s representations and warranties contained in Article IV. No investigation pursuant to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it this Section 6.05 or its counselotherwise by Parent, financial advisors, auditors and other authorized Merger Sub or their representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and modify any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree Company’s representations and warranties contained in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyArticle IV.

Access to Information. (a) From and after the date hereof until the Effective Time earlier of the Closing Date or the termination of this Agreement in accordance with ARTICLE VII, upon reasonable advance notice, and subject to the requirements of applicable Lawsrestrictions contained in the Confidentiality Agreement (as defined below), the Company shall (i) provide to Parent and Parent, its counsel, financial advisors, auditors and other ’s authorized representatives reasonable access during normal business hours reasonable access to all books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company) for any reasonable purpose (provided, the continuation of due diligence shall not be deemed a reasonable purpose). Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any other information to Parent or its representatives if (x) in the reasonable judgment of counsel to the Company, such disclosure would be reasonably likely to jeopardize any attorney-client privilege, (y) such disclosure would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, or (z) the Parties are in an adversarial relationship in litigation or arbitration (in which case the furnishing of information, documents or records contemplated by this Section 5.2(a) shall be subject to applicable rules relating to discovery) (the matters referred to in this sentence with respect to any Person, the “Access Limitations”). (b) From and after the Closing Date, in connection with the determination of any matter relating to the rights or obligations of the Sellers under this Agreement, upon reasonable prior request and subject to the Access Limitations and applicable Law, Parent shall, and shall cause the Group Companies to, (i) afford the Representative and its authorized representatives reasonable access, during normal business hours, to the offices, properties, books books, records and records other documents of Parent and its Affiliates in respect of the Company Group Companies and its Subsidiaries, (ii) furnish make available to Parent, the Representative and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results employees of the Company Company, Parent and its Affiliates in advance respect of any filing by the Company Group Companies whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Representative in connection with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) inquiries for any of the Company and its Subsidiaries purposes referred to cooperate reasonably above; provided, however, that (x) such requests shall not unreasonably interfere with the normal operations of Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries Affiliates, (y) the auditors and accountants of Parent or its Affiliates shall not be obligated to disclose make any information work papers (to the extent such documents exist) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (z) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records contemplated by this Section 5.2(b) shall be instead subject to applicable rules relating to discovery. (c) During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Parent hereby agrees that would cause a violation of any agreement it is not authorized to which the Company or and shall not (and shall not permit any of its Subsidiaries is a party employees, agents, representatives or would cause a risk Affiliates to) contact any customer, supplier, distributor, employee (other than any officer) or other material business relation of a loss any Group Company regarding the Transactions without the prior written consent of privilege the Company; provided that, subject to the confidentiality obligations hereunder (including Section 5.4 hereof), this Section 5.2(c) shall not prohibit any contact by Parent, or its representatives or Affiliates, in the ordinary course of Parent’s businesses unrelated to the Transactions with any customer, supplier, distributor, employee or other material business relation of the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. (a) From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Group Companies by Third Parties that may be in the Group Companies’ possession from time to time, from the date hereof until the earlier of the Effective Time and subject the valid termination of this Agreement pursuant to the requirements of applicable LawsArticle IX, the Company shall, and shall (i) provide cause its Subsidiaries to, prior to Parentthe Closing, afford to Purchaser and its counselRepresentatives reasonable access, financial advisors, auditors and other authorized representatives reasonable access during normal business hours hours, in such manner as to not interfere in any material respect with the officesnormal operation of the Group Companies, to their respective properties, books books, Contracts, commitments, Tax Returns, records and records appropriate officers and employees of the Company Group Companies, and its Subsidiaries, (ii) shall furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such Representatives with existing financial and operating data and other information concerning the affairs of the Group Companies as such persons Representatives may reasonably request (includingrequest; provided, to the extent practicablethat such investigation shall only be upon reasonable notice and shall be at Purchaser’s sole cost and expense; provided, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)further, and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries Group Companies to disclose any information that would to Purchaser or its Representatives if such disclosure would, in the reasonable judgment of the Company, (i) cause a violation significant competitive harm to any Group Company if the Transactions are not consummated, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Group Company is a party, or (iii) jeopardize any attorney-client or other legal privilege, in each case, so long as that the Company provides Purchaser written notice of any information so withheld and reasonably cooperates with Purchaser in seeking to allow disclosure of such information in a manner that is not reasonably likely to violate Applicable Law, breach such confidentiality obligations, cause such competitive harm, breach such confidentiality obligations or jeopardize such attorney-client or other legal privilege; provided, further, that nothing herein shall authorize Purchaser or its Representatives to undertake any environmental testing involving sampling of soil, groundwater or building materials, or other similar invasive techniques at any of the Group Companies’ properties. All information obtained by Purchaser and its Subsidiaries is a party or would cause a risk of a loss of privilege representatives shall be subject to the Company Confidentiality Agreement. No investigation or any of its Subsidiaries. Such access to information permitted pursuant to this Section 5.2(a) 7.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it affect or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and modify any other confidentiality agreements entered into representation or warranty made by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySeller hereunder.

Access to Information. (a) From the date hereof until the Effective Time Upon reasonable notice and subject to applicable Laws relating to the requirements exchange of applicable Lawsinformation, GFB shall, and shall cause each of its Subsidiaries to, afford to the Company shall (i) provide to Parentofficers, its counselemployees, financial advisorsaccountants, auditors counsel and other authorized representatives reasonable access of FCB access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, Contracts, commitments and records records, and to its officers, employees, accountants, counsel and other representatives, in each case, in a manner not unreasonably disruptive to the operation of the Company business of GFB or such Subsidiary, and, during such period, GFB shall, and shall cause each of its Subsidiaries to, make available to FCB all other information concerning its business, properties and personnel as FCB may reasonably request. In addition, during the period prior to the Effective Time, GFB shall permit employees of FCB reasonable access to and participation in material discussions relating to matters addressed in internal audit reports and problem Loans, Loan restructurings, Loan workouts and similar matters and activities of GFB and its SubsidiariesSubsidiaries relating to their respective assets and liabilities; provided that neither FCB nor any FCB employee shall have any decision-making authority with respect to such matters. In furtherance of (and not in limitation of) the foregoing, GFB shall permit any consultants, auditors or other agents of FCB to conduct such reviews and audits of GFB’s business, assets, compliance functions (iiincluding progress on compliance with any Regulatory Agreement (to the extent permitted by applicable Law)) and such other matters as FCB may request, and shall cooperate with FCB and such consultants, auditors or other agents in connection with the foregoing. (b) As soon as reasonably practicable after they become available, but in no event more than 30 days after the end of each calendar month ending after the date of this Agreement, GFB shall furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includingFCB, to the extent practicableprepared in the ordinary course of GFB’s business: (a) consolidated and consolidating financial statements (including balance sheets, furnishing statements of operations and shareholders’ equity) of GFB and each of its Subsidiaries as of and for such month then ended, (b) internal management financial control reports showing actual financial performance against plan and previous period, (c) monthly lending/asset quality and risk profile reports, (d) all internal or external audit reports and all internal compliance reviews and (e) any reports provided to Parent senior management of GFB or the GFB Board or any committee thereof relating to the financial results performance and risk management of the Company in advance GFB. GFB will furnish to FCB GFB’s quarterly analysis of any filing allowances for loans and lease losses and a quarterly summary of all Loan reviews as soon as they become available. In addition, GFB shall furnish FCB, unless prohibited by the Company applicable Law, with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) a copy of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company each report filed by GFB or any of its Subsidiaries to disclose with any information that would cause a violation of any agreement to which Governmental Authority promptly following the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesfiling thereof. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of Cathay, access, during normal business hours during the period commencing on the date hereof and prior to the Merger Effective Time, to all of the Company's properties, books, contracts, loan files, commitments, records, officers, employees, accountants, counsel and other representatives, and, during such period, the Company shall make available to Cathay all information concerning the Company's businesses, properties and personnel as Cathay may reasonably request and shall provide Cathay with such assistance as Cathay may reasonably request in planning and implementing transition arrangements (including with respect to the retention of officers and employees). The Company shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, provided that the Company delivers to Cathay a written log notifying Cathay of the existence of, and the basis for the Company's withholding of, such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From and after the date hereof until the earlier of the Offer Closing Date and the Merger Effective Time and subject to or the requirements earlier termination of applicable Lawsthis Agreement, the Company shall (i) invite a suitable representative of Cathay, at Cathay's sole expense, to observe all non-confidential portions of the Company's Board of Directors (and audit committee thereof) and shareholders meetings (and shall provide to Parentsuch representative notice of such meetings and, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours subject to the officesrestrictions set forth in Section 7.3(a), propertiescopies of any materials distributed to directors, books committee members and records shareholders relating to non-confidential portions of the Company and its Subsidiariessuch meetings) and, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, subject to the extent practicable, furnishing to Parent the financial results of the Company in advance prior written consent of any filing by the Company with the SEC containing such financial results)applicable regulatory authority, and (iii) instruct the employeesany regulatory examination exit briefings, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.and

Access to Information. (a) a. From the date hereof until the Effective Time and subject of this Agreement to the requirements of applicable LawsClosing, the Company shall Seller will, or cause its Subsidiaries to: (i) provide to Parent, give Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the officesdocuments in the Data Room and to the books, propertiesrecords, books offices and records other facilities and properties of the Company and its Subsidiaries, Acquired Business; (ii) permit Buyer in the company of Seller's representative to make reasonable inspections during business hours of the books, records and facilities of the Acquired Business, including but not limited to: (a) facilitating Buyer's access to and review of all known environmental documentation in Seller's possession or control, concerning the Lincolnwood, Allentown and Durham facilities; (b) all known OSHA documentation in Seller's possession or control, concerning any or all Acquired Group sites; (c) any and all documentation in Seller's possession or control, concerning any removal of underground storage tanks at the Lincolnwood, Allentown and Durham facilities from 1989 to the date hereof; and (iii) cause its officers and other key employees to meet with Buyer and its authorized representatives and to furnish to Parentthem, its counseleither verbally or in documented format, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, with respect to the extent practicableAcquired Business as Buyer may from time to time reasonably request; provided, furnishing to Parent the financial results of the Company in advance of however, that any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted at a reasonable time during business hours and in such a manner as not to interfere unreasonably with the conduct operation of the business Acquired Business and in all cases shall be coordinated with Dwight Mater or Todd Buchardt, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇e furnished to or requested by Buyer except through them, or either of the Company them; and its Subsidiaries. (b) Parent hereby agrees provided further that all such information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby access shall be deemed to be "Confidential Information" subject to the extent such information would be considered "Confidential Information," in each case, as such term is used in, terms and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions conditions of the Confidentiality Agreement between Buyer and Seller. b. Following the Closing Date, and for a period not to exceed seven years, each party shall grant to the other party and its representatives, at the latter party's reasonable request, reasonable access to and the right to make copies at its expense of those records and documents, including insurance records and documents, covering any period prior to the Closing related to the Acquired Group, the Acquired Business or the Seller Transferred Assets as may be reasonably necessary for litigation, disputes surrounding the Closing Balance Sheet, preparation of financial statements, tax returns and audits or other valid business purposes. For this same time period and for these same purposes, Buyer shall execute their own confidentiality agreements with grant to Seller reasonable access to the Companyaccountants and employees of the Acquired Business who are involved in the preparation of financial statements for the Acquired Business, for which accommodation Seller shall reimburse Buyer its related costs actually incurred.

Access to Information. (a) From Subject to Buyer’s obligations under the date hereof until Confidentiality Agreement, Sellers shall cause the Effective Time and subject Acquired Companies to afford to the requirements of applicable Lawsofficers, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors employees and other authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access during normal business hours hours, upon reasonable advance notice, to the offices, properties, books properties and business and financial records of the Company Acquired Companies and its Subsidiaries, (ii) shall furnish to Parent, its counsel, financial advisors, auditors and other Buyer or such authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to additional information concerning the Company and its SubsidiariesBusiness as shall be reasonably requested; provided, as the case may behowever, except that nothing herein (i) no Seller shall require the Company be required to violate any obligation of confidentiality, Order or Requirements of Law to which such Seller or any of its Subsidiaries Acquired Company is subject or to disclose waive any information that would cause a violation of any agreement to privilege which the Company or any of them may possess in discharging its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information obligations pursuant to this Section 5.2(a7.1 (but in such event Sellers shall, and shall cause any applicable Acquired Company to, reasonably cooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby); (ii) neither Buyer nor any of its officers, employees, agents or representatives shall have access to any employees of the Acquired Companies without Dover US’s prior written consent; (iii) Sellers and the Acquired Companies shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iv) the obligations of Sellers pursuant to this Section 7.1 shall be subject to the right of each Seller to determine, in its sole discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. Buyer hereby acknowledges and agrees that any investigation pursuant to this Section 7.1 shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of the business of the Company Acquired Companies or Sellers, and its Subsidiaries. (b) Parent hereby agrees that all information provided Buyer shall not be permitted to it undertake any environmental sampling or its counselinvasive testing without Dover US’s prior written consent, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby which shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyDover US’s sole discretion.

Access to Information. (a) From the date hereof until the Effective Time and subject Subject to the requirements terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable Lawsto information furnished to any Group Company by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, during the Pre-Closing Period, upon reasonable notice and during normal business hours, the Group Companies shall, and shall cause the directors, officers, employees, agents and representatives of each Group Company shall to, (i) provide to Parentafford the directors, its counselofficers, financial advisors, auditors employees and other authorized agents and representatives of Parent reasonable access during normal business hours to the offices, properties, books and records of the Company Group Companies, and its Subsidiaries, (ii) furnish to Parentthe directors, its counselofficers, financial advisors, auditors employees and other authorized agents and representatives of Parent such additional financial and operating data and other information regarding the assets, properties and business of any Group Company as such persons Parent may from time to time reasonably request (including, in order to assist Parent in fulfilling its obligations under this Agreement and to facilitate the extent practicable, furnishing to Parent the financial results consummation of the Company in advance of transactions contemplated by this Agreement; provided, however, (A) any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business conducted by any Group Company; (B) any intrusive environmental tests or assessments sought to be performed on any Leased Real Property (including any tests that involve drilling, excavation or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (C) Parent or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers or suppliers of any Group Company without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (D) Parent shall be responsible for any damage to any Leased Real Property or any other assets or property of any Group Company caused by Parent or any of its representatives; (E) except as required by applicable Law, the Company shall not be required to (or cause any of the Company’s Subsidiaries to) disclose any information related to the sale of the Company or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Company or its representatives’ evaluation thereof, including projections, financial or other information related thereto; and (F) the Company shall not be required to (or cause any of the Company’s Subsidiaries to) so confer, afford such access or furnish such copies or other information (1) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Group Company is a party, (2) that is competitively sensitive, or (3) the disclosure of which would reasonably be expected to result in the loss of attorney-client privilege, provided that the Company shall use its Subsidiariesreasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege. (b) For a period of seven (7) years following the Closing, Parent hereby agrees that shall, and shall cause the Surviving Corporation and its Subsidiaries, to preserve and keep, or cause to be preserved and kept, all information original books and records in respect of any Group Company in the possession of Parent, the Surviving Corporation, its Subsidiaries, or their respective Affiliates. The Equityholders’ Representative, upon reasonable notice and for any reasonable business purpose and at the Equityholders’ Representative’s own cost and expense, shall have access during normal business hours to examine, inspect and copy such books and records. At the sole cost and expense of the Equityholders’ Representative, Parent, the Surviving Corporation and its Subsidiaries shall provide the Equityholders’ Representative with, or cause to be provided to it or its counselthe Equityholders’ Representative, financial advisors, auditors such original books and other authorized representatives records as the Equityholders’ Representative shall reasonably request in connection with this Agreement and any Action to which the consummation Equityholders’ Representative or any Equityholder is a party or in connection with the requirements of any Law applicable to the Equityholders’ Representative or any Equityholder. After the seven (7) year anniversary of the transactions contemplated hereby shall be deemed to be "Confidential Information" Closing, to the extent that any such information would be considered "Confidential Information," in each casebooks or records relate to Taxes, as the obligations of the Equityholders’ Representative under Section 6.9 or any then-pending indemnification claims under Article IX, before Parent, the Surviving Corporation, its Subsidiaries or any of their respective Affiliates shall dispose of any of such term is used inbooks and records, Parent or the Surviving Corporation shall give at least thirty (30) calendar days’ prior written notice of such intention to dispose to the Equityholders’ Representative, and the Equityholders’ Representative shall be treated in accordance with, given an opportunity to remove and retain all or any part of such books and records as the Confidentiality Agreement, dated as of February 10, 2007, between Equityholders’ Representative may elect. The Equityholders’ Representative shall treat confidentially any nonpublic information about the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had Surviving Corporation that it been provided prior to the date of obtains under this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySection 6.2(b).

Access to Information. (a) From and after the date hereof until the earlier of the Effective Time and or the termination of this Agreement, NAL shall, subject to compliance with Applicable Laws and the requirements terms of applicable Lawsany contracts, upon reasonable notice, provide Pengrowth and its representatives access, during normal business hours and at such other time or times as Pengrowth may reasonably request, to its premises (including field offices and sites), books, contracts, records, computer systems, properties, employees and management personnel and shall furnish promptly to Pengrowth all information concerning its business, properties and personnel as Pengrowth may reasonably request in order to permit Pengrowth to be in a position to expeditiously and efficiently integrate NAL’s business and operations immediately upon, but not prior to, the Company Effective Date. (b) Without limiting the generality of any of the other provisions of this Agreement, NAL shall make available to Pengrowth all land, legal, title documents and related files, geologic maps, well files and well logs, books, papers, financial information, licences, permits and approvals, environmental audits, assessments and reports, all correspondence sent to or received by any Governmental Authority and pertinent documents or agreements. (c) NAL agrees to: (i) provide to Parent, its counsel, financial advisors, auditors give the legal and other authorized professional representatives and agents of Pengrowth reasonable access during normal business hours to NAL’s books, records and documents as Pengrowth may reasonably request, provided that NAL is satisfied, acting reasonably, that the offices, properties, books and records confidentiality of the Company and its Subsidiaries, subject matter of the disclosure can be maintained in accordance herewith; and (ii) furnish endeavour to Parentinclude in the information furnished to Pengrowth all information which would reasonably be considered to be relevant for the purposes of Pengrowth’s investigation and not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading. (d) Pengrowth agrees to: (i) give the legal and professional representatives and agents of NAL reasonable access during normal business hours to Pengrowth’s books, its counsel, financial advisors, auditors records and other authorized representatives such financial and operating data and other information documents as such persons NAL may reasonably request request, provided that Pengrowth is satisfied, acting reasonably, that the confidentiality of the subject matter of the disclosure can be maintained in accordance herewith; and (including, ii) endeavour to include in the information furnished to NAL all information which would reasonably be considered to be relevant for the purposes of NAL’s investigation and not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading. (e) The Parties acknowledge and agree that all information provided by NAL to Pengrowth or by Pengrowth to NAL pursuant to this Section 3.5 shall remain subject to the extent practicable, furnishing to Parent the financial results provisions of the Company Confidentiality Agreement. (f) Nothing in advance the foregoing shall require NAL or Pengrowth to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of any filing by an agreement with a third party or information which, in the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) opinion of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its SubsidiariesNAL or Pengrowth, as the case may be, except acting reasonably, is competitively sensitive (provided that nothing herein shall require the Company or any each of its Subsidiaries to disclose any information NAL and Pengrowth) acknowledge and agree that would cause a violation each of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such their external counsel may have access to such information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company on a privileged and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives confidential basis in connection with this Agreement and obtaining the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyCompetition Act Approval).

Access to Information. (a) From For purposes of furthering the date hereof until the Effective Time transactions contemplated by this Agreement and for integration and transition planning purposes, subject to the requirements terms of the Confidentiality Agreement and applicable LawsLaws (including any Exigency Actions), during the Pre-Closing Period, the Company Corporation shall (i) provide permit, and shall cause its Subsidiaries to Parentpermit, Parent and its counsel, financial advisors, auditors accountants, attorneys and other authorized representatives to have reasonable access access, during normal business hours hours, upon reasonable advance notice and in compliance with any Exigency Actions, to the executive-level employees, offices, properties, facilities and books and records of the Company Corporation and its Subsidiaries. All access and investigation pursuant to this Section 7.06 shall be coordinated through the Corporation’s Chief Financial Officer and/or General Counsel or the designee thereof and shall be conducted at Parent’s expense in compliance with all applicable Exigency Actions and Laws and in such a manner as not to interfere with the normal operations of the businesses of the Corporation and its Subsidiaries. Notwithstanding anything to the contrary contained herein or otherwise, neither the Corporation nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to (i) jeopardize the attorney-client privilege or other immunity or protection from disclosure of the Corporation or its Subsidiaries, (ii) furnish to Parentcontravene any (x) Law or (y) Contract or any obligation of confidentiality or data protection, its counselin the case of this clause (y), financial advisors, auditors and other authorized representatives such financial and operating data and other information in existence as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company date hereof or entered into in advance the ordinary course of any filing by business after the Company with the SEC containing such financial results)date hereof, and (iii) instruct result in the employeesdisclosure of competitively sensitive information, counsel(iv) in light of COVID-19, financial advisorsany Exigency Actions, auditors and other authorized representatives (other than nonemployee directors) jeopardize the health or safety of any employee of the Company Corporation or any other Person or relate to the Corporation’s sale process, including any information related to proposals from other Persons relating to any other potential transaction with the Corporation or any of its Subsidiaries; provided, that in the case of clauses (i) through (v) the Corporation shall use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not lead to the consequences described in clauses (i) through (v). Notwithstanding anything to the contrary contained herein or otherwise, during the Pre-Closing Period, (A) without the prior written consent of the Corporation, Parent shall not, and shall cause its Affiliates and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning representatives not to, contact any distributor, supplier, vendor, customer or partner of the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Corporation or any of its Subsidiaries regarding the business, operations, assets, financial condition or prospects of the Corporation or this Agreement or the transactions contemplated hereby and (B) no rights under this Section 7.06 may be exercised by Parent or any of its advisors, accountants, attorneys or authorized representatives to disclose prepare for or initiate, or otherwise in connection with any actual Litigation related to this Agreement or any of the transactions contemplated hereby. Nothing in this Section 7.06 shall be construed to require the Corporation, any of its Subsidiaries or any of their respective representatives to prepare any reports, analyses, appraisals or opinions or to otherwise provide any information which is not prepared by the Corporation or its Subsidiaries in the ordinary course of business. The Corporation shall have the right to have one or more of its representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 7.06. (b) The parties agree that would the terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which point the Confidentiality Agreement shall automatically terminate. Parent and Merger Sub shall hold, and shall cause a violation each of their respective Representatives (as defined in the Confidentiality Agreement) to hold, any agreement Evaluation Material (as defined in the Confidentiality Agreement) and other information provided to them in connection with the transactions contemplated by this Agreement in confidence in accordance with the terms of the Confidentiality Agreement, which terms shall apply to Parent and Merger Sub as if they were parties thereto. (c) Parent shall have no right to perform invasive or subsurface investigations of the Company properties or facilities of the Corporation or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to without the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct prior written consent of the business of the Company and Corporation (in its Subsidiariessole discretion). (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. (a) From the date hereof until the Effective Time Time, and subject to to, upon reasonable prior written notice and during normal business hours, Applicable Law and the requirements of applicable LawsConfidentiality Agreement, the Company shall (i) provide to give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, assets, books and records of the Company and its the Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to reasonably cooperate reasonably with Parent to obtain access to information concerning in its investigation of the Company and its Subsidiaries; provided, as the case may behowever, except that nothing herein shall require the Company or any may restrict the foregoing access and the disclosure of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this ‎Section 7.02 to the extent that (A) in the reasonable good faith judgment of the Company, any Applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a Third Party or (C) disclosure of any such information or document would reasonably be expected to result in the loss of attorney-client privilege; provided, further, that with respect to clauses (A) through (C) of this ‎Section 7.02, the Company shall use its commercially reasonable efforts to (1) obtain the required consent of any such Third Party to provide such access or disclosure if requested by Parent, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (A) and (C), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all . No information provided or knowledge obtained in any investigation pursuant to it this Section shall affect or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between modify any representation or warranty made by the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyhereunder.

Access to Information. (a) From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date hereof until the earlier of the Effective Time and subject the valid termination of this Agreement pursuant to the requirements of applicable Laws‎Article VIII, the Company shall, and shall (i) provide cause its Subsidiaries to, afford to ParentParent and its Representatives and Debt Financing Sources reasonable access, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours hours, in such manner as not to interfere in any material respect with the officesnormal operation of the Acquired Companies, to their respective properties, books books, Contracts, commitments, Tax Returns, records and records appropriate officers and employees of the Company Acquired Companies, and its Subsidiaries, (ii) shall furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such Persons with existing financial and operating data and other information concerning the affairs of the Acquired Companies as such persons Persons may reasonably request (includingrequest; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, to the extent practicablefurther, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries Acquired Companies to disclose any information that would to Parent or any such Person if such disclosure would, in the reasonable judgment of the Company, (i) cause a violation significant competitive harm to any Acquired Company if the Transactions are not consummated, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which the any Acquired Company or any of its Subsidiaries is a party party, (iii) jeopardize any attorney-client or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counselother legal privilege, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, so long as the Company provides Parent written notice of any information so withheld and reasonably cooperates with Parent in seeking to allow disclosure of such term information in a manner that is used innot reasonably likely to violate Applicable Law, breach such confidentiality obligations, cause such competitive harm, breach such confidentiality obligations or jeopardize such attorney-client or other legal privilege or (iv) in light of COVID-19 Reasonable Actions, jeopardize the health and safety of any employee of the Acquired Companies; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater or building materials, or other similar invasive techniques at any of the Acquired Companies’ properties. All information obtained by Parent, each Merger Sub and their respective Representatives shall be treated in accordance with, subject to the Confidentiality Agreement, dated as of February 10, 2007, between . No investigation or access permitted pursuant to this ‎Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyhereunder.

Access to Information. (a) From Between the date hereof until of this Agreement and the Effective Time and subject to the requirements of applicable LawsClosing Date, the Company shall Seller shall: (i) provide to Parentgive Buyer and its Representatives, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties in the offices, properties, books and records possession of Seller included in the Company and its Subsidiaries, Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives Buyer with such financial and operating data and other information as such persons may reasonably request (including, in the possession of Seller with respect to the extent practicable, furnishing Purchased Assets as Buyer may from time to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), time reasonably request; and (iii) instruct furnish Buyer with all such other information in the employeespossession of Seller as shall be reasonably necessary to enable Buyer, counselat its request, financial advisors, auditors and other authorized representatives (other than nonemployee directors) to verify the accuracy of the Company representations and its Subsidiaries to cooperate reasonably with Parent to obtain warranties of Seller contained in this Agreement; provided, however, that (A) any such access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) requests shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the Company attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply, and its Subsidiaries(D) Seller shall not be required to supply Buyer with any information with respect to the Jointly Owned Stations to which Seller is not entitled pursuant to the terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath the Jointly Owned Stations. (b) Parent hereby agrees that all All information provided furnished to it or obtained by Buyer and Buyer’s Representatives pursuant to this Section 6.1 shall be Proprietary Information and shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section 6.1 is intended to or shall be deemed to amend, supplement or otherwise modify the obligations of Buyer, its Representatives or its counselAffiliates under the Confidentiality Agreement, financial advisorsall of which remain in effect until termination of such agreement in accordance with its terms. Buyer shall be subject to and bound by all obligations of Duquesne Power, auditors LP under the Confidentiality Agreement as though Buyer were a party thereto. (c) For a period of seven (7) years from and after the Closing Date, each Party and its Representatives shall have reasonable access during normal business hours to all of the books and records of the Purchased Assets in the possession of the other authorized representatives Party to the extent that such access may reasonably be required by such Party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the ownership, lease, maintenance or operation of the Purchased Assets or the Excluded Assets. Such access shall be afforded by the Party in possession of any such books and records upon receipt of reasonable advance notice and during normal business hours. The Party exercising this Agreement right of access shall be solely responsible for any costs or expenses incurred by it or the other Party with respect to such access pursuant to this Section 6.1(c). If the Party in possession of such books and records shall desire to dispose of any books and records upon or prior to the consummation expiration of such seven-year period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity, at such other Party’s cost and expense, to segregate and remove such books and records as such other Party may select. (d) Buyer shall not, prior to the Closing Date, contact any customer, vendor, supplier of, or director, officer, partner, member or employee of (other than as contemplated by Section 6.10(c)), or any other Person having business dealings with, Seller or its Affiliates with respect to any aspect of the Purchased Assets or the transactions contemplated hereby or by any Additional Agreement, including any Governmental Authority, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed. Other than the NJBPU and PaPUC, Seller shall not, prior to the Closing Date, contact any director, officer, partner, member or employee of (other than as contemplated by Section 6.10(c)), or any other Person having business dealings with, Buyer or its Affiliates with respect to any aspect of the transactions contemplated hereby or by any Additional Agreement, including any Governmental Authority, without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed. Without limiting the generality of the foregoing, (i) prior to Closing, Buyer shall not investigate or inquire as to any matter with any Governmental Authority having jurisdiction over any aspect of the Purchased Assets, unless and until the written consent of Seller (not to be unreasonably withheld or delayed) to the making of such investigation or inquiry has been received by Buyer and after consultation with Seller as to the scope and manner of the investigation or inquiry, and (ii) Buyer’s right of examination and access pending the Closing with respect to environmental matters relating to the Purchased Assets shall be deemed limited to be "Confidential Information" to the extent such information would be considered "Confidential Information," an examination of existing records and interviews with personnel as authorized in each case, as such term is used inwriting by Seller, and in no event shall be treated in accordance with, include physical testing of or collection of samples from the Confidentiality Agreement, dated as Real Property or the Purchased Assets or contacting staff or officials of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any Governmental Authority or any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companythird party.

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing and the date hereof until the Effective Time and subject to the requirements of applicable Lawson which this Agreement is terminated in accordance with Article VIII, the Company shall (i) provide permit, and shall cause its Subsidiaries to Parentpermit, Parent and its counsel, financial advisors, auditors accountants, attorneys and other authorized representatives Representatives to have reasonable access access, in a manner not disruptive to the ordinary course operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the offices, facilities, assets, properties, management-level employees and books and records of the Company and its Subsidiaries, (ii) furnish and shall furnish, or cause to be furnished, to Parent, its counselsuch financial, financial advisors, auditors and other authorized representatives such financial tax and operating data and other information as with respect to such persons may reasonably request (includingentities and their respective offices, to the extent practicablefacilities, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)assets, and (iii) instruct the properties, employees, counselbusinesses and operations as Parent shall from time to time reasonably request; provided, financial advisorshowever, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain any such access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the Company’s business and shall be at the sole expense of Parent. If requested by Parent, the Company shall, after consultation with Parent, introduce Parent to Top Customers and Top Vendors of the Company and its Subsidiaries for the purpose of facilitating the post-Closing integration of the Company and the Subsidiaries and their businesses into that of Parent. All access and investigation pursuant to this Section 5.06 shall be conducted at Parent’s expense. Notwithstanding anything to the contrary contained herein or otherwise, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, in the reasonable judgment of the Company, be expected to (i) jeopardize the attorney-client privilege, work-product protection or other immunity or protection from disclosure of the Company or its Subsidiaries, (ii) contravene any Law, any Contract entered into prior to the date hereof or any other obligation of confidentiality, or (iii) result in the disclosure of competitively sensitive information; provided that the Company or its Subsidiaries, as applicable, will attempt in good faith to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in such disclosure. The Company shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.06. (b) The Company shall provide to Parent hereby agrees that all information provided the audited consolidated balance sheets and the related audited statements of income and cash flows for the fiscal year ended December 31, 2019 (the “2019 Audited Financial Statements”) no later than five (5) days following the delivery of the independent audit report for the 2019 Audited Financial Statements to it the Company Board (if delivered prior to the Closing). No later than thirty (30) days following the end of each calendar month prior to the Closing, the Company shall provide to Parent the unaudited consolidated balance sheet as of the end of the most recently completed calendar month and the related statements of income and cash flow of the Company for the period from the beginning of the Company’s then-current fiscal year until the end of such month. (c) Parent shall, and shall cause the Surviving Entity to (in each case for so long as controlled by Parent after the Effective Time), preserve and keep the records held by them and the Subsidiaries of the Surviving Entity relating to the respective businesses of the Company and its Subsidiaries prior to the Effective Time for a period of seven (7) years from the Closing Date (or its counsellonger if required by applicable Law) and shall, financial advisorssubject to applicable Law, auditors make such records (or copies) and other authorized representatives reasonably appropriate personnel available, during normal business hours and upon reasonable advance notice, as may be reasonably required by any holder of Company Shares in connection with any insurance claims by, Legal Proceeding or Tax audits against, governmental investigations of, or compliance with legal requirements by, any holder of Company Shares or any of their respective Affiliates; provided, however, any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business and shall be at the sole expense of the requesting Person. (d) Without in any way limiting the foregoing, the Company agrees to provide to Parent or its Representatives upon request information related to any Person who is a holder of Company Shares, or the beneficial owners or trustees of any such Person that is not an individual, in order for Parent to consider whether such Person is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and if such information is not in the possession of or otherwise available to the Company, to request such information from the applicable Person. (e) Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing and the consummation of the transactions contemplated hereby date on which this Agreement is terminated in accordance with Article VIII, Parent shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used inpermit, and shall be treated in accordance withcause its Subsidiaries to permit, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associatesits advisors, L.P. accountants, attorneys and authorized Representatives to have reasonable access, in a manner not disruptive to the ordinary course operations of the business of Parent and its Subsidiaries, during normal business hours and upon reasonable notice, to the offices, facilities, assets, properties, management-level employees and books and records of Parent and its Subsidiaries, and shall furnish, or cause to be furnished, to the Company, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, businesses and operations as the Company shall from time to time reasonably request; provided, however, any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of Parent’s and its Subsidiaries’ business and shall be at the sole expense of the Company. All access and investigation pursuant to this Section 5.06(e) shall be conducted at the Company’s expense. Notwithstanding anything to the contrary contained herein or otherwise, neither Parent nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, in the reasonable judgment of Parent, be expected to (i) jeopardize the "Confidentiality Agreement"attorney-client privilege, work-product protection or other immunity or protection from disclosure of Parent or its Subsidiaries, (ii) and contravene any Law, any Contract entered into prior to the date hereof or any other confidentiality agreements entered into obligation of confidentiality, or (iii) result in the disclosure of competitively sensitive information; provided that Parent or its Subsidiaries, as applicable, will attempt in good faith to make such alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in such disclosure. Parent shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by co-investors this Section 5.06. (f) The Company and Parent hereby agree that Section 9 of the Confidentiality Agreement is hereby amended and restated in Parent had it been provided prior its entirety to read as follows, effective upon the date of this Agreement; provided: “The parties hereto agree that this Agreement shall remain in effect until the earlier of (a) December 30, 2022 or (b) the Closing Date (as such term is defined in any Agreement and Plan of Merger to which they are both party).” (g) The parties hereto agree that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions terms of the Confidentiality Agreement or are incorporated by reference herein and shall execute their own confidentiality agreements continue in full force and effect in accordance with its terms until the Closing, provided, however that to the extent of any conflict between the provisions of this Agreement and the Confidentiality Agreement (including in respect of Section 9 of the Confidentiality Agreement), this Agreement shall control. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement and the provisions of Section 5.06(f) shall nonetheless continue in full force and effect consistent with the Companyterms of the Confidentiality Agreement as amended thereby.

Access to Information. (a) From Following the date hereof until the Effective Time public announcement of this Agreement made jointly by Commerce and subject Second, Commerce will, and 35 42 will cause Commerce Bank to, take all action reasonably necessary to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors afford the officers and other authorized designated representatives reasonable of Second full access during normal business hours upon reasonable notice to all of Commerce's and Commerce Bank's respective properties and, to the officesextent Commerce or Commerce Bank has or may provide such access to Commerce Bank Real Estate Collateral (including for purposes of inspection and investigation for soil and groundwater tests), propertiesbooks, books records, Tax Returns and records reports, financial statements, contracts and commitments, and any work papers relating to any of the Company and its Subsidiaries, foregoing; (ii) furnish to ParentSecond any and all documents, its counselcopies of documents, financial advisors, auditors and other authorized representatives such financial information (A) concerning compliance and/or noncompliance with Environmental Laws and operating data and other information as such persons may reasonably request (including, with respect to the extent practicablepast, furnishing present or suspected future presence of Hazardous Substances on the Commerce Real Properties and Commerce Bank Real Estate Collateral, including but not limited to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)environmental audit and Phase I reports, and (B) concerning Commerce's and Commerce Bank's affairs as Second may reasonably request; (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain afford full access to information concerning the Company Second to Commerce's and its SubsidiariesCommerce Bank's Officers, Directors, Employees and agents in order that Second may have full opportunity to make such investigation as the case may be, except that nothing herein it shall require the Company or any of its Subsidiaries desire to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct make of the business and affairs of Commerce and Commerce Bank; and (iv) authorize Second's representatives to inquire of government agencies, and inspect the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counselfiles of those agencies, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" respect to the extent such information would be considered "Confidential Information," in each case, as such term is used in, environmental conditions on and shall be treated in accordance with, about the Confidentiality Agreement, dated as of February 10, 2007, between Commerce Real Properties and Commerce Bank Real Estate Collateral. During the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to period from the date of this Agreement; providedAgreement to the Effective Time, that Parent Commerce shall be entitled to share such Confidential Information promptly furnish Second with copies of all monthly and other interim financial statements produced in the parties providing ordinary course of business as the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information same shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companybecome available.

Access to Information. (a) From the date hereof until the Effective Time Closing Date, and subject to the requirements of applicable LawsLaw and Section 7.11, RPM, the Company and each Seller shall (ia) provide give to Parent, Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the offices, properties, assets, books and records of the Company and its Subsidiaries, (iib) furnish to Parent, Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iiic) instruct use commercially reasonable efforts to cause the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) Representatives of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning Buyer in its investigation of the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information Any investigation pursuant to this Section 5.2(a) 7.14 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel. Notwithstanding the foregoing, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation none of the transactions contemplated hereby Business Entities or any Seller shall be required to PROVIDE ACCESS TO OR DISCLOSE INFORMATION WHERE SUCH ACCESS OR DISCLOSURE WOULD VIOLATE ANY LAW OR WAIVE ANY ATTORNEY-CLIENT OR OTHER SIMILAR PRIVILEGE, AND THE BUSINESS ENTITIES AND THE SELLERS MAY REDACT INFORMATION NOT RELATING TO THE BUSINESS, AND, IN THE EVENT SUCH PROVISION OF INFORMATION WOULD REASONABLY BE EXPECTED TO VIOLATE ANY LAW OR WAIVE ANY ATTORNEY-CLIENT OR OTHER SIMILAR PRIVILEGE, THE BUSINESS ENTITIES, THE SELLERS AND BUYER SHALL TAKE ALL REASONABLE MEASURES TO PERMIT THE COMPLIANCE WITH SUCH OBLIGATIONS IN A MANNER THAT AVOIDS ANY SUCH HARM OR CONSEQUENCE. NO INFORMATION OR KNOWLEDGE OBTAINED BY BUYER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING IN ANY INVESTIGATION PURSUANT TO THIS ‎SECTION 7.14) shall affect or be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each casemodify any representation, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and warranty or agreement made by any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyparty hereunder.

Access to Information. (a) From the date hereof until the Effective Time Upon reasonable prior notice and subject to the requirements of applicable Lawslaw, the Company shall, and shall (i) provide cause each of its Subsidiaries to, afford to Parentthe directors, its officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, financial advisorslenders, auditors agents and other authorized representatives reasonable access (collectively “Representatives”) of Parent access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records of the Company records, and to its Subsidiariesofficers, (ii) furnish to Parentemployees, its counselaccountants, financial advisors, auditors counsel and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includingrepresentatives, in each case in a manner not unreasonably disruptive to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisorsand, auditors and other authorized representatives in connection with this Agreement and during such period, the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used inCompany shall, and shall be treated in accordance withcause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, the Confidentiality Company shall use its commercially reasonable efforts to comply with its obligations under the preceding sentence by providing electronic access to such documents and information on the online data room established by the Company prior to the date hereof. Notwithstanding any other provision of this Agreement, dated as of February 10, 2007, between neither the Company and Centerbridge Associatesnor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, L.P. (B) jeopardize the "Confidentiality Agreement"attorney-client privilege of the institution in possession or control of such information, (C) and contravene, violate or breach any other confidentiality agreements law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement in the ordinary course of business consistent with past practice or (D) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided, that Parent . (b) All information and materials furnished pursuant to this Agreement shall be entitled subject to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement Agreement, dated January 19, 2012, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or shall execute their own confidentiality agreements with warranty as to the accuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company's representations and warranties contained in Section 4.

Access to Information. (a) From Except as may be prohibited by Requirements of Law, the date hereof until Seller shall afford, and shall cause the Effective Time and subject Companies to afford, to the requirements officers, employees and authorized representatives of applicable Laws, the Company shall Buyer (i) provide to Parent, its counselincluding independent public accountants, financial advisors, auditors advisors and other authorized representatives attorneys) reasonable access during normal business hours hours, upon reasonable advance notice, to the offices, properties, books employees and business and financial records (including computer files, retrieval programs and similar documentation) located on the Owned Real Property or the Leased Real Property (to the extent they are not privileged) and shall furnish to the Buyer or its authorized representatives such additional information concerning the Company Group and relating primarily to the Business as shall be reasonably requested by the Buyer, in each case in order to conduct Phase I environmental site assessments, prepare pro forma financial statements for the Business, and to plan for an orderly transition of ownership and operation of the Business; provided, however, that (i) no member of the Company and Group shall be required to violate any obligation of confidentiality to which such member or any of its SubsidiariesAffiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), (ii) furnish the Seller shall not be required to Parentmake available, its counselor cause the Companies to make available, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, Business Employee personnel files to the extent practicable, furnishing disclosure is subject to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)limitations or requirements relating to employee data privacy laws, and (iii) instruct in no event shall the employeesBuyer be permitted to conduct any Phase II environmental site assessment or conduct any sampling of soil, counselsediment, financial advisorssurface water, auditors and other authorized representatives (other than nonemployee directors) of ground water or building material at, on, under or within any Facility. The Buyer agrees that any permitted investigation undertaken by the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege Buyer pursuant to the Company or any of its Subsidiaries. Such access to information pursuant to granted under this Section 5.2(a5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business Business by any member of the Company Group, and that the Buyer and its Subsidiariesaffiliates and representatives shall not contact or speak to any of the employees of the Company Group without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, no member of the Company Group or RDA shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any Requirement of Law. (b) Parent hereby agrees that all information provided As soon as reasonably practicable after the end of each calendar month and each fiscal quarter (but, in no event later than thirty (30) days after the end of each month and sixty (60) days after the end of each fiscal quarter) during the period from the date hereof to it or its counselthe Closing, financial advisorsthe Seller shall provide the Buyer with an unaudited, auditors combined and other authorized representatives in connection with this Agreement consolidated balance sheet and the consummation income statement of the transactions contemplated hereby shall be deemed to be "Confidential Information" to Business for the extent such information would be considered "Confidential Information," fiscal quarter then ended or the month then ended, in each case, case prepared consistent with past practice in the Ordinary Course. (c) Seller shall promptly provide patent and trademark dockets and files to Buyer as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided reasonably requested prior to and at the Closing Date to avoid missing deadlines. (d) The Seller will identify Patents that are Subject Inventions in the Disclosure Schedules within thirty (30) days after the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time and subject to the requirements of applicable LawsClosing, upon reasonable notice, the Company shall, and shall cause each other Register Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to, (i) provide to Parent, afford the Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, properties and books and records of the Company each Register Entity and its Subsidiaries, (ii) furnish to Parentthe officers, its counselemployees, financial advisors, auditors and other authorized agents and representatives of the Purchaser such additional financial and operating data and other information as such persons may reasonably request regarding the Register Entities (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iiior copies thereof) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case Purchaser may befrom time to time reasonably request; provided, except however, that nothing herein shall require the Company any such access or any furnishing of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business Register Entities. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to the Purchaser if such disclosure would, in the Company’s sole discretion, (x) cause significant competitive harm to any of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of Register Entities if the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseare not consummated, as such term is used in(y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners . When accessing any of the members of Parent; provided furtherRegister Entity properties, however, that any parties providing the Financing, prospective co-investors or limited partners Purchaser and its authorized representatives shall comply with all of the members Register Entity safety and security requirements for the applicable property. (b) In order to facilitate the resolution of Parent to whom Parent provides Confidential Information shall agree in writing to be bound any claims made against or incurred by the confidentiality provisions Sellers or their respective Affiliates relating to the Register Entities or the Business and for purposes of compliance by the Sellers and their respective Affiliates with securities, environmental, employment and other Laws, until the later of the Confidentiality Agreement seventh (7th) anniversary of the Closing or the expiration of the relevant period for the statutes of limitations (including any extensions thereof), the Purchaser shall execute their own confidentiality agreements with (i) retain the Companybooks and records relating to the Register Entities and the Business for periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of each Seller and its Affiliates reasonable access (including the right to make, at such Seller’s expense, copies), during normal business hours, to such books and records.

Access to Information. (a) From During the period commencing on the date hereof and continuing until the Effective Time earlier of the termination of this Agreement and subject to the requirements Closing, promptly following receipt of applicable Lawsa written request by Purchaser therefor Sellers will, the Company shall (i) provide to Parentat Purchaser’s expense, afford Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to Sellers’, the officesCompany’s and the Related Subsidiaries’ premises, properties, books and records of the Company and its Subsidiariesrecords, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includingapplicable personnel, to the extent practicablerelating to the Company, furnishing Business and the Purchased Assets solely to the extent reasonably necessary for Parent to familiarize itself with such properties and other matters; provided, however, that the financial results foregoing will not require any Seller, the Company, or any of the Company in advance Related Subsidiaries to provide any such access or disclose any information (x) to the extent the provision of such access or such disclosure would contravene Applicable Law, (y) cause forfeiture of attorney/client privilege or an attorney work-product privilege or violate any filing by the Company with the SEC containing such financial results)confidentiality provision, and (iiiz) instruct the employees, counsel, financial advisors, auditors and other authorized representatives with respect to Income Taxes (other than nonemployee directors) Income Tax obligations of the Company and its Subsidiaries Company, but excluding, for the avoidance of doubt, any Income Tax obligations relating to cooperate reasonably with Parent to obtain an affiliated, consolidated, combined, or unitary Tax Return filed by Avast Software, Inc.); provided, further, that (a) such access to information concerning shall not unreasonably disrupt the Company and its Subsidiaries, as the case may be, except that nothing herein shall require operations of the Company or any of its Subsidiaries to disclose any information that would cause a violation the Related Subsidiaries, (b) no such access shall be permitted other than in the presence of one of the Company’s or Related Subsidiaries’ Representatives and (c) no invasive environmental sampling of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) real property shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariespermitted. (b) Parent Subject to compliance with Applicable Law, during the Pre-Closing Period, Sellers will use reasonable best efforts to confer from time to time at mutually agreeable times as reasonably requested by Purchaser with one or more Representatives of Purchaser to discuss any significant changes or developments in the operational matters of the Business (including the Company’s business) and the general status of the ongoing operations of the Company and, in relation to the Business, of Sellers and the Related Subsidiaries. (c) No information or knowledge obtained in any investigation pursuant to this Section 4.6 or otherwise by Purchaser, or one of its Affiliates or Representatives will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Transactions. (d) Each of the parties will hold, and will cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with the Transactions pursuant to the confidentiality terms of the NDA and Section 5.1. (e) Other than in the ordinary course of business and unrelated to the transactions contemplated by this Agreement, Purchaser hereby agrees that all information provided it is not authorized to it or its and shall not (and shall not permit any of their respective employees, counsel, financial advisorsaccountants, auditors consultants, financing sources and other authorized representatives in connection with this Agreement and the consummation Representatives to) contact any competitor, supplier, distributor, customer, agent or Representative of the transactions contemplated hereby shall be deemed to be "Confidential Information" to Company or the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided Business prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with Closing without the parties providing the Financing, prospective co-investors or limited partners prior written consent of the members of Parent; provided furtherSellers (which shall not be unreasonably withheld, however, that any parties providing the Financing, prospective co-investors conditioned or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companydelayed).

Access to Information. (a) From Subject to the date hereof until Confidentiality Agreement, Company agrees to provide Parent and its Representatives, from time to time prior to the Effective Time Time, such information as Parent shall reasonably request with respect to Company and subject its Subsidiaries and their respective businesses, financial conditions and operations and such access to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records and personnel of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate as Parent shall reasonably request, which access shall occur with Parent to obtain access to information concerning the Company reasonable advance notice, during normal business hours and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and or its Subsidiaries; provided that Company shall not be required to (or to cause any of its Subsidiaries to) provide such information or access to the extent that doing so would violate applicable Law or any contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege, in which case the parties will use their respective reasonable best efforts to make appropriate substitute disclosure arrangements. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby Company shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used incomply with, and shall cause their respective Representatives, directors, officers and employees to comply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein. (c) From and after the date hereof, Company shall provide Parent within ten (10) Business Days of the end of each calendar month with (1) a stand-alone unaudited, unconsolidated balance sheet of Company and stand-alone unaudited balance sheets for each of its Subsidiaries as of the end of such calendar month, (2) the unaudited AOCI of Company as of the end of such calendar month, and (3) the unaudited general ledger of Company as of the end of such calendar month (collectively, the “Unaudited Monthly Financial Statements”). The Unaudited Monthly Financial Statements shall (i) be treated prepared from, and in accordance with, the Confidentiality Agreementbooks and records of Company and its Subsidiaries, dated (ii) with respect to the foregoing clause (1), fairly present in all material respects the results of operations, and financial position of, as applicable, Company and each of the Company Subsidiaries for the respective fiscal periods or as of February 10the respective dates therein set forth (subject in the case of unaudited statements to normal year-end audit adjustments), 2007and (iii) be prepared, between to the extent applicable, in a manner consistent with the methodologies, assumptions, policies and practices used in the preparation of the Company Financial Statements for the year ended December 31, 2017. Company shall make available to Parent all relevant books, records and Centerbridge Associatesother supporting information reasonably required for Parent’s review of the Unaudited Monthly Financial Statements upon reasonable advance notice and during normal business hours. Company shall, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date Closing, provide Parent with final invoices from any broker, finder, financial advisor or investment banking firm or legal or accounting firm engaged by Company, or to whom Company has or will make payment, in connection with the transactions contemplated hereby. (d) Company shall, and shall use reasonable best efforts to cause Company’s independent auditor to, cooperate with Parent in connection with the preparation of this Agreement; providedfinancial statements of Company and pro forma financial statements, if any, that Parent shall be entitled informs Company it intends to share such Confidential Information file with the parties providing the FinancingSecurities and Exchange Commission, prospective co-investors or limited partners of the members of Parent; provided further, however, that including delivering such audited and/or unaudited financial statements as Parent may request for inclusion in such filings and using reasonable best efforts to cause Company’s independent auditor to deliver to Parent any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyrelated consents.

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable LawsClosing, the Company shall (i) provide to Parent, give Parent and its counsel, financial advisors, auditors and other authorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours to the offices, properties, books and records of the Company and its the Subsidiaries, including access to each Owned Real Property and Leased Real Property for purposes of conducting Phase I and Phase II environmental site assessments, (ii) furnish to Parent, its counsel, financial advisors, auditors Parent and other authorized representatives the Parent Representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the its employees, counsel, counsel and financial advisors, auditors and other authorized representatives (other than nonemployee directors) advisors to cooperate with Parent in Parent’s investigation of the business of the Company and its Subsidiaries the Subsidiaries; provided that any information provided to cooperate reasonably with Parent or the Parent Representatives pursuant to obtain access this Section 8.03 shall be subject to information concerning the Company Confidentiality Agreement; and its Subsidiaries, as provided further that no investigation pursuant to this Section 8.03 or otherwise in connection with this Agreement and the case may be, except that nothing herein other Transaction Agreements shall require affect any representation or warranty given by the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its SubsidiariesPrincipal Stockholder hereunder. Such access to information Any investigation pursuant to this Section 5.2(a) 8.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its the Subsidiaries. (b) . Notwithstanding the foregoing, Parent hereby agrees that all information provided shall not have access to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation personnel records of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associatesthe Subsidiaries relating to individual performance or evaluation records, L.P. (medical histories or other information which in the "Confidentiality Agreement") Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability. From the date hereof until the Closing, the Company and each Principal Stockholder shall furnish and shall cause each Subsidiary to furnish to Parent copies of any notices, documents, requests, court papers or other confidentiality agreements entered into by co-investors in Parent had it been provided prior materials received from any governmental agency or third party with respect to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyTransactions.

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall (i) provide The Sellers and their Subsidiaries shall afford to ParentPurchasers and their respective accountants, its counsel, financial advisors, auditors advisors and other authorized representatives reasonable (the "PARENT REPRESENTATIVES") and Parent and its Subsidiaries shall afford to the Sellers and their accountants, counsel, financial advisors and other representatives (the "SELLER REPRESENTATIVES") full access during normal business hours throughout the period prior to the offices, Merger 1 Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (A) a copy of each report, schedule and other document filed or received by any of them pursuant to the extent practicable, furnishing to Parent the financial results requirements of the Company in advance federal or state securities laws or filed by any of any filing by the Company them with the SEC containing such financial results), in connection with the transactions contemplated by this Agreement and (iiiB) instruct the employees, counsel, financial advisors, auditors and such other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company their respective businesses, properties and its Subsidiariespersonnel as a Purchaser or Seller, as the case may be, shall reasonably request; PROVIDED, HOWEVER, that no investigation pursuant to this Section 8(a) shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Mergers. Parent and its Subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Sellers and their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Seller Representatives to hold, in strict confidence all non-public documents and information furnished to a Purchaser or Seller, as the case may be, in connection with the transactions contemplated by this Agreement, except that nothing herein shall require (x) a Purchaser or Seller may disclose such information as may be necessary in connection with seeking the Company Purchasers Required Statutory Approvals, the Sellers Required Statutory Approvals and the Requisite Stockholder Approvals and (y) a Purchaser or any of its Subsidiaries to Seller may disclose any information that would cause a violation of any agreement it is required by law or judicial or administrative order to which disclose. (ii) In the Company or any of event that this Agreement is terminated in accordance with its Subsidiaries is a party or would cause a risk of a loss of privilege terms, each Party shall promptly redeliver to the Company or any of its Subsidiaries. Such access to information other all non-public written material provided pursuant to this Section 5.2(a8(a) and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by a Purchaser or Seller based on the information in such material shall be destroyed (and Parent and the Sellers shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be conducted certified in writing by an authorized officer supervising such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesdestruction. (biii) The Sellers shall promptly advise Parent hereby agrees that all information provided to it and Parent shall promptly advise the Sellers in writing of any change or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation occurrence of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to event after the date of this Agreement; providedAgreement having, that Parent shall or which, insofar as can reasonably be entitled to share such Confidential Information with foreseen, in the parties providing future may have, either individually or in the Financingaggregate, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyMaterial Adverse Effect.

Access to Information. After the Closing (aexcept with respect to Tax matters, which are exclusively addressed in Section 7.1.2(d)) From the date hereof until the Effective Time for a period of five (5) years and subject to the requirements of applicable Lawsat Seller Parent’s sole cost and expense, the Company Purchaser shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) to information, the disclosure of which would reasonably be expected, based on the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any advice of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its outside legal counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. breach any confidentiality obligation or jeopardize any legal privilege (the "Confidentiality Agreement") and any other confidentiality agreements entered into by coincluding attorney-investors in Parent had it been provided prior to the date of this Agreementclient privilege); provided, that Parent Purchaser shall use reasonable best efforts to provide such access as can be entitled provided (or otherwise find alternative means to share convey such Confidential Information with information regarding the parties providing applicable matters as can be conveyed) without violating or waiving such confidentiality obligation or privilege) to the Financingofficers, prospective coemployees, agents and representatives of any Seller Indemnitees to the Target Entities books and records for the Hotel for pre-investors Closing periods, for any insurance, legal or limited partners of the members of Parentcompliance purpose, subject in all cases to Applicable Law; provided furtherprovided, however, that (a) such Seller Indemnitees shall provide reasonable prior notice to Purchaser; (b) Purchaser shall not be required to provide such access during non-business hours; and (c) Purchaser shall have the right to accompany the officer, employees, agents or representatives of such Seller Indemnitees in providing access to its books and records, as provided in this Section 7.4. Purchaser, at its cost and expense, shall retain all books and records with respect to the Target Entities and the Hotels for a period of five (5) years after the Closing. To the extent reasonably requested by ▇▇▇▇▇▇▇▇▇, for a period of five (5) years after Closing and at Purchaser’s sole cost and expense, Seller Parent shall provide Purchaser Indemnitees with reasonable access (other than to information, the disclosure of which would reasonably be expected, based on the advice of outside legal counsel, breach any parties providing confidentiality obligation or jeopardize any legal privilege (including attorney-client privilege); provided, that Seller Parent shall use reasonable best efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the Financingapplicable matters as can be conveyed) without violating or waiving such confidentiality obligation or privilege) to additional books and records solely to the extent directly relating to the Hotels, prospective co-investors Transferco and the Target Entities that are in the possession or limited partners control of Seller Parent, including without limitation, such books and records Purchaser requested pursuant to Section 11.1. This Section 7.4 shall survive the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyClosing.

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable LawsClosing, upon reasonable notice, the Seller shall cause the Company shall to (i) provide to Parent, afford the Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the offices, properties, properties and books and records of the Company Company; and its Subsidiaries, (ii) furnish to Parent, the Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives such additional financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of regarding the Company in advance of any filing by the Company with the SEC containing such financial results), and (iiior copies thereof) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case Purchaser may befrom time to time reasonably request; provided, except however, that nothing herein shall require the Company any such access or any furnishing of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business of Seller or the Company. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser if such disclosure would, in the Seller’s reasonable discretion, (i) cause competitive harm to the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of if the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseare not consummated; (ii) jeopardize any attorney-client or other legal privilege; or (iii) contravene any applicable Law, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided. When accessing any of the properties of the Company, that Parent the Purchaser shall, and shall cause its Representatives to, comply with all safety and security requirements for such property. Notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor any of its Representatives shall be entitled allowed to share sample or analyze any soil or groundwater or other environmental media, or any building material, without the express written consent of the Seller, which consent may be withheld in the sole and absolute discretion of the Seller. Notwithstanding the foregoing, the records, documents and other information referred to in this Section 5.02(a) with respect to Employees shall only include the formal personnel records maintained by the human resources function of the Seller or its applicable Affiliate, and in each case the Purchaser’s access to such Confidential Information formal personnel records (or any other information regarding any Employee) shall be subject to applicable Law and the written consent of the applicable Employee. The Seller shall only seek the consent of the Employees to the release of such records upon the express written request of the Purchaser. Without limiting the generality of the foregoing, between the date hereof and the Closing, upon reasonable notice and at the Purchaser’s expense, the Seller shall afford the Purchaser and E&Y reasonable access to the books and records and financial and operational data of the Company and the Seller (solely as it relates to the Company) relating to periods prior to the Closing, in order to conduct a financial audit for calendar year 2011 or financial review or any calendar quarter of 2011 or 2012; provided that such access shall not unreasonably interfere with the parties providing the Financing, prospective co-investors or limited partners conduct of the members of Parent; provided furtherCompany’s and the Seller’s respective businesses and shall be subject to routine work paper access and release protocols. In connection with this financial audit and review, however, that any parties providing the Financing, prospective co-investors or limited partners of Seller shall use reasonable efforts to assist the members of Parent to whom Parent provides Confidential Information shall agree Purchaser in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.obtaining a reliance letter from E&Y.

Access to Information. (a) From During the period from the date hereof until the Effective Time Time, and subject to applicable Law and the requirements of applicable LawsConfidentiality Agreement, the Company shall (i) provide give to Parent, its counsel, lenders (including the Financing Sources), financial advisors, auditors accountants, consultants, agents and other authorized representatives reasonable access during normal business hours hours, upon reasonable request, to the offices, properties, books facilities, assets, books, records, Service Providers and records agents of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, lenders (including the Financing Sources), financial advisors, auditors accountants, consultants, agents and other authorized representatives such financial and operating data and other information (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employeesService Providers, counsel, financial advisors, auditors accountants, consultants, agents and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning in its investigation of the Company and its Subsidiaries, as the case may be, except ; provided that nothing herein any such access shall require be afforded and any such information shall be furnished at Parent’s expense. Information disclosed by the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) 5.02 shall be deemed to be disclosed pursuant to the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 5.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. (b) Parent hereby agrees The provisions of Section 5.02(a) shall not require and shall not be construed to require the Company to permit any access to or any inspection or review of, or to disclose or otherwise make available, any information that all in the reasonable judgment of the Company would reasonably be expected to (i) waive the protection of any attorney‑client privilege, (ii) result in the disclosure of any personal information provided that would expose the Company to it the risk of liability, (iii) violate any obligations of the Company or any of its counselSubsidiaries with respect to confidentiality to any Third Party or otherwise breach, financial advisorscontravene or violate, auditors and other authorized representatives in connection with this Agreement constitute a default under, or give a Third Party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party (and the consummation of the transactions contemplated hereby Company shall be deemed use commercially reasonable efforts to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and cause any other confidentiality agreements Contract entered into by co-investors in Parent had it been provided prior to after the date of this Agreement; provided, that Parent shall be entitled Agreement to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners not contain any obligations of the members nature referred to in this clause (iii)), or (iv) violate any applicable Law. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 5.02(a) and withholds information on the basis of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members foregoing clauses (i), (ii), (iii) or (iv), the Company shall inform Parent as to the general nature of Parent what is being withheld and shall use reasonable best efforts to whom Parent provides Confidential Information shall agree in writing make appropriate substitute arrangements to be bound by the confidentiality provisions permit reasonable disclosure that does not suffer from any of the Confidentiality Agreement or shall execute their own confidentiality agreements with foregoing impediments, including through the Companyuse of reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection.

Access to Information. (a) From the date hereof until the Effective Time and Closing Date, subject to any applicable Law, the requirements of applicable Lawsattorney-client or other legal privileges, upon reasonable prior notice, the Company shall, and shall cause each of the Transferred Subsidiaries and each such Person’s respective Representatives to, (i) provide to Parentafford the Representatives of the Acquiror reasonable access, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours hours, to the offices, properties, facilities, books and records of the Company and its the Transferred Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives the Representatives of the Acquiror such additional financial and operating operational data and other information regarding the Company and the Transferred Subsidiaries as such persons the Acquiror may from time to time reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct make available to the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) Representatives of the Acquiror the employees of the Company and its the Transferred Subsidiaries whose assistance and expertise is relevant to cooperate reasonably assist the Acquiror in connection with Parent the Acquiror’s preparation to obtain integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access to information concerning and requests shall be determined by taking into account, among other considerations, the sensitive nature of the transactions contemplated by this Agreement; provided, further, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Company or the Transferred Subsidiaries; provided, further, that the auditors and independent accountants of the Company and its Subsidiariesthe Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by the Company, as the case may beAcquiror shall enter into a customary joint defense agreement in form and substance reasonably acceptable to the Acquiror with any one or more of the Sellers, except that nothing herein shall require the Company and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 6.02(a). The Acquiror shall reimburse the Company promptly for any reasonable out-of-pocket third-party expenses (but excluding third-party legal fees) incurred by the Company and any of its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to Affiliates in connection with this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries6.02(a). (b) Parent hereby agrees In addition to the provisions of Section 6.03, for a period of six (6) years post-Closing, in connection with (x) any response to the request or at the direction of a Governmental Authority, (y) the preparation of Tax Returns or other documents related to Tax matters and (z) any claims made by or against the Sellers (as they relate to the Company or the Transferred Subsidiaries), subject to any applicable Law, the attorney-client or other legal privileges and contractual confidentiality obligations, upon reasonable prior notice, the Acquiror shall, and shall cause the Company and the Transferred Subsidiaries to, afford the Sellers’ Representative and each Seller and its Affiliates and Representatives reasonable access, during normal business hours, to the pre-Closing books and records of the Company and the Transferred Subsidiaries (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters); provided, however, that all such investigation shall not unreasonably interfere with the business or operations of the Acquiror or any of its Affiliates; and provided, further, that the auditors and independent accountants of the Acquiror or its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by the Acquiror, each Seller shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror and its Affiliates with respect to any information to be provided to it such Seller or its counsel, financial advisors, auditors Affiliates or Representatives pursuant to this Section 6.02(b). Each Seller shall reimburse the Acquiror promptly for any reasonable out-of-pocket expenses incurred by the Acquiror and other authorized representatives its Affiliates in complying with any request by or on behalf of such Seller or its Affiliates or Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySection 6.02(b).

Access to Information. (a) From Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law (including, for the date hereof until avoidance of doubt, applicable Laws relating to privacy, data protection and the Effective Time collection, retention, protection, transfer, use and subject processing of Personal Data), in furtherance of the consummation of the transactions contemplated hereby and in accordance with the procedures established by Seller, during the period prior to the requirements Closing, to the properties, books, Contracts, records and personnel of applicable LawsSeller and the Seller Subsidiaries primarily related to the Business; provided, the Company shall however, that: (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject or provide access to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, classified properties, books and books, Contracts or records of the Company and its Subsidiaries, in discharging their obligations pursuant to this Section 5.2(a); (ii) furnish Seller shall make available, or cause the Seller Subsidiaries to Parentmake available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and provided that Purchaser shall indemnify and hold Seller and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, Affiliates harmless from any Liabilities arising out of or relating to the extent practicable, furnishing to Parent the financial results transfer of the Company in advance of any filing by the Company with the SEC containing such financial resultspersonnel files), ; and (iii) instruct prior to the employeesClosing Date, counselPurchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, financial advisorssediment, auditors and other authorized representatives (other than nonemployee directors) surface water, ground water or building material at, on, under or within any facility on any property of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Seller or any of its Subsidiaries to disclose Affiliates. (b) Purchaser agrees that any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege investigation undertaken pursuant to the Company or any of its Subsidiaries. Such access to information pursuant to this granted under Section 5.2(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the conduct normal operation of the Business (or any other business of Seller or any of the Company Seller Subsidiaries), and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the Business Employees without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information pursuant to Section 5.2(a), where, in the reasonable judgment and good faith determination of Seller, (i) such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws or Contract, or (ii) such information concerns the valuation of or future plans for the Business or the process in which Seller and its SubsidiariesAffiliates have engaged in connection with a sale of the Business. If any material is withheld by Seller pursuant to the preceding clause (i), Seller shall, to the extent permitted by Law, use reasonable best efforts to obtain any consents necessary, restructure the form of access, and/or make other arrangements, so as to permit the access requested. (bc) Parent hereby agrees At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford Seller, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, access to the properties, books, Contracts, records and Business Employees to the extent that all information provided to it or its counselsuch access may be reasonably requested by Seller, financial advisors, auditors and other authorized representatives including in connection with financial statements, Taxes, reporting obligations, defense of claims and compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery; provided, further, that neither Purchaser nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject or provide access to classified properties, books, Contracts or records in discharging their obligations pursuant to this Section 5.2(c)¸provided that Purchaser shall take reasonable efforts and cooperate with Seller to communicate the consummation of requested information in a manner that does not violate those obligations. (d) Notwithstanding anything to the transactions contemplated hereby contrary in this Section 5.2, no Party shall be deemed to be "Confidential Information" have breached this Section 5.2 if such Party cannot provide to the extent other Party access of the other such information would be considered "Confidential Information," Party pursuant to this Section 5.2 as a result of Covid-19 or the Covid-19 Measures; provided that for so long as any applicable Covid-19 Measures are in each caseeffect, as such term is used inthe providing Party shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide access to the receiving Party and its Representatives under this Section 5.2 through virtual or other remote means. (e) Purchaser agrees to hold all the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be treated required by Law. Upon reasonable written request by Seller within the final six (6) months before the expiration of such seven (7) year period, Purchaser shall turn over copies of such requested books and records at Seller’s cost and expense; provided that Seller has only been permitted to receive and keep such books and records for purposes of its or its Affiliates’ financial statements, Taxes, reporting obligations, defense of claims and compliance with applicable Laws (but excluding any Action between Purchaser, its Subsidiaries and their respective Affiliates, on one hand, and Seller, Seller Subsidiaries and their respective Affiliates, on the other hand); provided further, any access provided pursuant to this Section 5.2(e) shall not interfere with the normal operations of the Business by Purchaser or any of its Subsidiaries and shall be conducted in accordance withwith Purchaser and its Subsidiaries’ generally applicable policies and procedures. (f) Notwithstanding anything to the contrary herein, the Confidentiality Agreementif any Contract or Election is withheld from Purchaser, dated Seller or Seller Subsidiary, as of February 10applicable, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to shall use reasonable best efforts promptly after the date of this Agreement; providedAgreement to obtain Consent from the third party(ies), that Parent shall be entitled in each case to share allow Seller or Seller Subsidiary to provide Purchaser with copies of such Confidential Information Contracts or Elections in accordance with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySection 3.19(a).

Access to Information. (a) From the date hereof of this Agreement until the Effective Time Closing (or until earlier termination of this Agreement), upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the requirements attorney client privilege) and contractual confidentiality obligations, Parent shall (solely with respect to the Business) and shall cause Seller and each of applicable Lawsthe Transferred Companies to, the Company shall (i) provide to Parentafford the Representatives of Buyer reasonable access, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours hours, to the officesproperties (including as reasonably required in connection with the Buyer obtaining real property insurance), propertiesemployees, books and records of Parent, Seller and the Company Transferred Companies (in each case, solely with respect to the Business) and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives the Representatives of Buyer such additional financial and operating data and other information as such persons may reasonably request (includingregarding the Business, to the extent practicable, furnishing to Parent the financial results including ownership of the Company Transferred IP and the Transferred Interests, as Buyer may from time to time reasonably request, in advance each case of (i) and (ii), for purposes of preparing to own and operate the Business (including the Transferred IP) following the Closing or obtaining a R&W Policy pursuant to Section 5.14; provided, however, that such investigation shall not (y) unreasonably interfere with the business or operations of any filing by of the Company with Seller Parties or the SEC containing such financial results)Transferred Companies or (z) include invasive environmental testing of soil, groundwater, indoor or ambient air or other environmental media at the properties; and (iii) instruct provided, further, that the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) accountants of the Company Seller Parties and its Subsidiaries the Transferred Companies shall not be obligated to cooperate reasonably make any work papers available to any Person except in accordance with Parent such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to obtain such access to information concerning work papers in form and substance reasonably acceptable to such auditors or accountants. If reasonably requested by Parent, Buyer shall enter into a customary and mutually acceptable joint defense agreement with one or more of the Company and its Subsidiaries, as Seller Parties or the case may be, except that nothing herein shall require the Company or any of its Subsidiaries Transferred Companies with respect to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege be provided to the Company or any of its Subsidiaries. Such access to information Buyer pursuant to this Section 5.2(a) 5.02(a). Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of Parent, which may not be unreasonably withheld, neither Buyer nor any of its Representatives shall be conducted contact any suppliers to, or customers of, the Seller Parties, the Transferred Companies or the Business other than in such manner as not the ordinary course of business unrelated to interfere unreasonably the transactions contemplated hereby and on a basis consistent with the conduct of the business of the Company and its Subsidiariespast practice. (b) In addition to the provisions of Section 5.03, for a seven (7) year period from and after the Closing Date, upon reasonable prior notice, solely in connection with (x) the preparation of financial statements, Taxes, including the preparation of any Tax Returns or conduct of any Tax proceedings, and U.S. Securities and Exchange Commission reporting obligations, (y) compliance by the parties with applicable Laws or (z) the performance of this Agreement or any Additional Agreement, and except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege), (iii) comply with any contractual confidentiality obligations, or (iv) restrict or prohibit access to Confidential Information (in the good faith judgment of the party claiming such exception), the parties hereto shall, and shall cause (in the case of Parent) the Seller Parties and their Representatives or (in the case of Buyer) the Transferred Companies and their respective Representatives to (A) afford the Representatives of the other party and its Affiliates reasonable access, during normal business hours, to their properties, electronically stored data and information, and books and records and Contracts (including underwriting information, including loss information, with respect to the insurance policies and programs maintained with respect to the period up to the Closing) in respect of the Transferred Companies, the Business, the Business Employees, the Transferred Interests and the Transferred IP (to the extent that such data, information, any of books and records and Contracts relate to a period prior to Closing), and permit copies of such materials to be made available solely for use in connection with the reasonable business purposes described in this paragraph, (B) furnish to the Representatives of the other party and its Affiliates such additional financial and other information regarding the Transferred Companies, the Business, the Transferred Interests and the Transferred IP (to the extent that such information relates to a period prior to Closing) as the other party may from time to time reasonably request in connection with the reasonable business purposes described in this paragraph and (C) make available to the other party and its Affiliates those employees whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the other parties hereto in connection with their inquiries for any reasonable business purpose referred to above; provided, however, that such investigation shall not unreasonably interfere with the business or operations of any party hereto or any of its Affiliates; and provided, further, that the auditors and accountants of the parties hereto and the Transferred Companies shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by a party hereto providing any information or access, the party hereto or its Affiliate seeking information or access shall enter into a customary and mutually acceptable joint defense agreement with respect to any information to be provided to the party hereto seeking information or access pursuant to this Section 5.02(b). (c) Notwithstanding anything in this Agreement to the contrary, none of the Seller Parties or the Transferred Companies shall be required, prior to the Closing, and none of the Buyer or the Transferred Companies shall be required, following the Closing, to disclose, or cause or seek to cause the disclosure, to any Person (or to provide access to any properties, books and records that would reasonably be expected to result in the disclosure to any Person of) any Trade Secrets, processes or patent, Trademark, or copyright applications or product development, or pricing and marketing plans, or other competitively sensitive information, in each case that is Confidential Information, nor shall any of the Seller Parties or the Transferred Companies, prior to the Closing, or Buyer or any of the Transferred Companies, following the Closing, be required to permit or cause or seek to cause others to permit any Person to have access to or to copy or remove from the properties of the Seller Parties or the Transferred Companies, any documents, drawings or other materials that might reveal any such Confidential Information. (d) Notwithstanding anything to the contrary in Section 5.02(a), Buyer shall not conduct, prior to the Closing, without the prior written consent of Parent, which consent Parent may grant or withhold in its sole discretion, any sampling, testing or other intrusive indoor or outdoor investigation at or in connection with the Owned Real Property, the Leased Real Property or any other property associated or affiliated in any way with the Seller Parties or the Transferred Companies and their respective businesses. (e) Each of Parent and Buyer, for itself and its Non-Recourse Parties, hereby further irrevocably acknowledges and agrees that all information provided to it communications, written or oral, between Parent or Buyer, on the one hand, and its counselcounsel (including, financial advisorsin the case of Parent, auditors and Weil, Gotshal & ▇▇▇▇▇▇ LLP), on the other authorized representatives hand, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to the Transaction Agreements, or any matter relating to any of the foregoing, may constitute privileged communications that do not pass directly or indirectly to the other party notwithstanding the transactions contemplated hereby, and instead survive, remain with and are protected under this Agreement and for the consummation benefit of Parent or Buyer, as applicable (the “Privileged Communications”), without any waiver thereof. The Buyer agrees that while it may in the ordinary course of business use or rely on any of the Privileged Communications of Parent that by virtue of the transactions contemplated hereby come under Buyer’s possession, custody or control, whether located in the records or email server of the Transferred Companies, or otherwise (included in the knowledge of their officers and employees), Buyer agrees not to assert that the privileged has been waived as to the Privileged Communications on the basis that Privileged Communications may be located in such records or email server (or in the knowledge of such officers and employees) in any action against or involving any of the parties after the Closing. In the event that Buyer, any of its Affiliates or any of the Transferred Companies is requested or required pursuant to applicable Law or legal, regulatory or judicial process to disclose the contents of such Privileged Communication, then it may do so, provided that Buyer shall be deemed obligated to take the same actions in respect thereof as are required to be "Confidential Information" to the extent such information would be considered "Confidential Information," taken by Parent in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as respect of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyunder Section 5.05(b)(ii).

Access to Information. (a) From During the period from the date hereof until to the Effective Time and Closing Date, subject to applicable laws relating to the requirements exchange of applicable Lawsinformation, the Company Seller shall (i) provide authorize and permit Purchaser and its representatives, accountants and counsel to Parent, its counsel, financial advisors, auditors and other authorized representatives have reasonable access during normal business hours to the officesRecords, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includingand, to the extent practicablereasonably necessary, furnishing shall make available Seller's representatives to Parent respond to questions regarding the financial results of the Company in advance of Records. In connection with such examination and access, Purchaser agrees to observe any filing confidentiality agreements known to it between Seller and third parties related to such information. The information and access contemplated by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a6.3(a) shall be conducted provided during normal business hours, upon reasonable written or oral notice and in such manner as will not to unreasonably interfere unreasonably with the conduct of the business of the Company and Seller's or its Subsidiaries' businesses. (b) Parent hereby agrees For purposes of Purchaser's investigation pursuant to this Section 6.3(b), Seller upon reasonable written or oral notice shall use its reasonable efforts to attempt to cause any third party under contract to Seller to furnish to Purchaser, and to its authorized representatives, reasonable access to such party's books, records and properties, including, without limitation, all investment, regulatory, financial, accounting, and tax records and files relating to the administration of the Trust Accounts, and all files, computer records and account information necessary for the conversion after the Closing Date of the Trust Accounts, from the operating systems of Seller to such systems as Purchaser may designate. To the extent necessary, Seller shall use its reasonable efforts to attempt to cause any third party servicer or other third party to provide access to such party's premises and adequate space and facilities and the cooperation of its personnel, including, without limitation, copying facilities, to the end that all information provided such examination shall be completed expeditiously, completely and accurately. Any such investigation or examination pursuant to it or this Section 6.3(b) shall be at Purchaser's expense. Without limiting any of the foregoing, Purchaser and its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed specifically entitled to conduct (and Seller shall use its reasonable efforts to attempt to enable it to conduct) tests of any matters as they deem reasonably appropriate. (c) Any information furnished by Seller or any third party service provider to Purchaser and its representatives pursuant hereto shall be "Confidential Information" treated as the sole property of Seller and, if the Merger shall not occur, Purchaser and its representatives shall return to the extent Seller all of such written information would be considered "Confidential Information," in each caseand all documents, as notes, summaries or other materials containing, reflecting or referring to, or derived from, such term is used ininformation. Purchaser shall, and shall be treated use its reasonable best efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for five years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (y) was already in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided Purchaser's possession prior to the date disclosure thereof by Seller; or (z) was then generally known to the public; or (ii) disclosures made as required by law. It is further agreed that, if in the absence of this Agreement; provideda protective order or the receipt of a waiver hereunder, that Parent Purchaser is nonetheless compelled to disclose information concerning Seller to any Governmental Entity or else stand liable for contempt or suffer other censure or penalty, Purchaser may following written notice to Seller disclose such information to such Governmental Entity without liability hereunder. Purchaser shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree promptly notify Seller in writing of any request by any Governmental Entity for disclosure of any information required to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.kept confidential hereunder. 6.4

Access to Information. (a) From the date hereof until the applicable Effective Time and subject to the requirements of applicable LawsTime, the Company shall Seller will (i) provide to Parentgive Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business working hours to Store Lease documents relating to the offices, properties, books Stores and records of (including insurance policies and records) relating to the Company and its SubsidiariesPurchased Assets, (ii) furnish to ParentBuyer, its counsel, financial advisors, auditors and other authorized representatives such financial information relating to the Stores and operating data records relating to the Purchased Assets (including insurance policies and other information records) as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the their employees, counsel, financial advisors, auditors counsel and other authorized representatives (other than nonemployee directors) accountants to cooperate with Buyer in its investigation of the Company Stores and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its SubsidiariesPurchased Assets. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Notwithstanding the Company and its Subsidiariesforegoing, Buyer shall not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information, the disclosure of which, in Seller's good faith judgment, would be illegal or could subject Seller to risk of material liability. (b) Parent hereby agrees that all information provided On and after the applicable Inventory Date, Seller will afford Buyer and its agents upon reasonable notice reasonable access to it or its counselbooks and records, financial advisorsinformation, employees and auditors and other authorized representatives to the extent necessary for Buyer in connection with any reasonable business purpose relating to the Stores or the Purchased Assets; provided that any such access by Buyer referred to in this Agreement and Section 5.02 shall not unreasonably interfere with the consummation conduct of the transactions contemplated hereby business of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in connection with the foregoing. (c) Notwithstanding anything to the contrary elsewhere in this Agreement, Seller has not provided to Buyer and will not be required to provide any information on profits, losses or margins relating to the Stores. (d) Notwithstanding anything to the contrary elsewhere in this Agreement, access to all Tax information shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into governed by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySection 8.03.

Access to Information. (a) From During the period from the date hereof until the Effective Time and Time, subject to the requirements of applicable LawsConfidentiality Agreement, the Company shall shall, in connection with this Agreement: (i) provide give to Parent, Parent and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the offices, properties, books facilities, assets, books, records, Service Providers and records Representatives of the Company and its SubsidiariesSubsidiaries (other than any of the foregoing solely to the extent related to the negotiation of this Agreement, or, except as expressly provided in Section 5.04, to any Acquisition Proposal or any deliberation of the Board of Directors regarding any Acquisition Proposal or an Adverse Recommendation Change, the disclosure of which shall be governed by Section 5.04), (ii) promptly furnish to ParentParent and its Representatives such financial, its counsel, financial advisors, auditors and other authorized representatives such financial tax and operating data and other information (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors Service Providers and other authorized representatives (other than nonemployee directors) Representatives of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning in its investigation of the Company and its Subsidiaries; provided, as that in the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries event this Agreement is a party or would cause a risk of a loss of privilege terminated prior to the Company or any Effective Time, the Confidentiality Agreement shall survive for a period of its Subsidiariesone year following such termination, and the Confidentiality Agreement is hereby amended to reflect the foregoing. Such access to information Any investigation pursuant to this Section 5.2(a) 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries, and the parties shall use reasonable best efforts to ensure that any such investigation is conducted materially in accordance with the Company’s bona fide information technology and cybersecurity policies (including with regard to access, storage and disclosures) in place as of the date hereof, a copy of which shall have been made available to Parent prior to the date hereof. No information or knowledge obtained in any investigation pursuant to this Section 5.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder or any conditions of Parent’s obligation to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Section 5.02(a), the Company shall not be required to provide any access or information to Parent solely to the extent such access or information is directly related to an active litigation in front of a court of competence jurisdiction in which Parent or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, are adverse parties. (b) Parent hereby agrees The provisions of Section 5.02(a) shall not require and shall not be construed to require the Company to permit any access to or any inspection or review of, or to disclose or otherwise make available, any information that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation reasonable judgment of the transactions contemplated hereby shall be deemed to be "Confidential Information" Company would (i) waive the protection of any attorney-client privilege, work product or other applicable legal privilege or doctrine, (ii) result in the disclosure of any personal information that would expose the Company to the extent risk of liability or (iii) violate any applicable Law or Contract. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 5.02(a) and withholds information on the basis of any of the foregoing clauses (i), (ii) or (iii), the Company shall inform Parent as to the general nature of what is being withheld and shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, a manner to remove the Confidentiality Agreement, dated as of February 10, 2007, between basis for the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyobjection.

Access to Information. (a) From and after the date hereof until the Effective Time and subject Closing Date, St. ▇▇▇▇ shall afford to the requirements of applicable LawsCompany and its Post-Closing Subsidiaries and their respective -42- authorized accountants, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors counsel and other authorized designated representatives (collectively, "REPRESENTATIVES") reasonable, and reasonably prompt, access (including using commercially reasonable efforts to give access to Persons possessing information) during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating all data and other information as such persons may reasonably request that is specifically described in writing (includingcollectively, to "INFORMATION") within the extent practicable, furnishing to Parent the financial results possession of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company St. ▇▇▇▇ or any Post-Closing Subsidiary of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege St. ▇▇▇▇ relating to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct Post-Closing Subsidiary of the business of Company, insofar as such Information is reasonably required by the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives such Post-Closing Subsidiary including in connection with its preparation of regulatory reports and filings, PROVIDED, that St. ▇▇▇▇ shall not be obliged to provide information concerning contracts with an inception date of prior to January 1, 2002 other than: (i) copies of the underwriting files for contracts that were underwritten by St. ▇▇▇▇ Re in the 1997, 1998, 1999, 2000 and 2001 underwriting years and that are within the Transferred Lines or the Excluded Classes as set forth in Schedule 11.01; (ii) aggregate loss data for contracts that are within the Transferred Lines or the Excluded Classes upon the Company's representation that such information is required in connection with its business; and (iii) St. ▇▇▇▇ will also provide access to the underwriting files (but shall not provide copies thereof) for contracts written by St. ▇▇▇▇ Re within the Transferred Lines or the Excluded Classes in underwriting years prior to 1997 upon the Company's representation that it requires access to such information in connection with its business. For greater certainty, St. ▇▇▇▇ shall provide monthly aggregate claims information relating to any individual contract having an inception date that is prior to January 1, 2002; however, nothing herein shall require that St. ▇▇▇▇ share or provide any information concerning individual claims. Similarly, from and after the Closing Date, the Company shall afford to St. ▇▇▇▇, any Post-Closing Subsidiary of St. ▇▇▇▇ and their respective Representatives reasonable access (including using commercially reasonable efforts to give access to Persons possessing information) during normal business hours to Information within the Company's or any Post-Closing Subsidiary of the Company's possession that is specifically described in writing relating to St. ▇▇▇▇ or any Post-Closing Subsidiary of St. ▇▇▇▇, insofar as such Information is reasonably required by St. ▇▇▇▇ or a Post-Closing Subsidiary of St. ▇▇▇▇. Information may be requested under this Article XI for, without limitation, audit, accounting, claims, litigation (other than any claims or litigation between the parties hereto or their Subsidiaries) and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyhereby.

Access to Information. (a) From The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the period from the date hereof until and prior to the Effective Time and subject to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to all of the offices, properties, books assets, books, contracts, commitments and records of the Company and its Subsidiaries, including all Intellectual Property used by the Company (including access to design processes and methodologies and all source code), (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information as such persons may reasonably request concerning the business, properties and personnel (including, subject to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing restrictions imposed by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directorsApplicable Law) of the Company and its Subsidiaries to cooperate as Parent may reasonably with Parent to obtain access to information concerning the Company request, and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a(iii) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business all Employees of the Company and its Subsidiaries. (b) Subsidiaries as identified by Parent. The Company agrees to provide to Parent hereby agrees that all information provided to it or and its counselaccountants, attorneys, bankers and financial advisors, auditors advisors and other authorized representatives in connection with this Agreement copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Parent shall afford the consummation Company and its accountants, counsel and other representatives, reasonable access during the period from the date hereof and prior to the Effective Time to (i) properties, assets, books, contracts, commitments and records of the transactions contemplated hereby Parent and its Subsidiaries and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by Applicable Law) of Parent and its Subsidiaries as the Company may reasonably request. Parent agrees to provide to the Company and its accountants, attorneys, bankers and financial advisors and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request. No information or knowledge obtained in any investigation or notification pursuant to this Section 6.5 or otherwise shall affect or be deemed to be "Confidential Information" modify any representation or warranty contained herein, the covenants or agreements of the parties hereto, the conditions to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, obligations of the Confidentiality parties hereto under this Agreement, dated as of February 10, 2007, between or the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior remedies available to the date of parties hereto under this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions . The terms and conditions of the Confidentiality Agreement or shall execute their own confidentiality agreements with apply to any information provided to the Companyparties pursuant to this Section 6.5.

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement and applicable Laws and Orders, during the period from the execution and delivery of this Agreement by the Parties through the earlier of the Closing and the date hereof until the Effective Time and subject to the requirements of applicable Lawson which this Agreement is terminated in accordance with Article VII, (i) the Company shall (i) provide to Parentthe Buyer (A) within thirty (30) days following the end of each calendar month during such period, copies of monthly consolidated financial statements of the Sellers prepared in the ordinary course of business, together with a cash flow statement that includes cash flows for operating, investing and financing and relevant details, in each case in accordance with GAAP, consistently applied, and (B) within four (4) months following the end of a fiscal year (including fiscal year 2019), audited consolidated financial statements of the Sellers prepared in the ordinary course of business and in accordance with GAAP, consistently applied, and (ii) the Sellers shall permit the Buyer and its counselRepresentatives to have reasonable access, financial advisors, auditors and other authorized representatives reasonable access during normal business hours and upon reasonable advance notice, to the offices, facilities, assets, properties, management-level employees and books and records of the Company Sellers, and its Subsidiariesshall furnish, (ii) furnish or cause to Parentbe furnished, its counsel, financial advisors, auditors and other authorized representatives to the Buyer such financial and operating data and other information as with respect to such persons may reasonably request (includingentities and their respective offices, to the extent practicablefacilities, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)assets, and (iii) instruct the properties, employees, counselbusinesses and operations, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiariesin each case, as the case may beBuyer shall from time to time reasonably request in connection with the transactions contemplated hereby; provided, except that nothing herein shall require obligate the Company Sellers to produce any such information in connection with any Action commenced or threatened by or on behalf of the Buyer against any Seller or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its SubsidiariesSeller Related Party. Such All access to information and investigation pursuant to this Section 5.2(a) 5.07 shall be coordinated through the Company’s general counsel or the designee thereof and shall be conducted at the Buyer’s expense and in such a manner as not to interfere unreasonably with the conduct normal operations of the business Businesses. Notwithstanding anything to the contrary contained herein or otherwise, no Seller shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to (i) jeopardize the attorney-client privilege, (ii) contravene any Law, (iii) result in the disclosure of competitively sensitive information or (iv) relate to the Sellers’ sale process, including any information related to proposals from other Persons relating to any other potential transaction with the Sellers, provided that in each of clauses (i) – (iv) that the Company shall provide notice to the Buyer that information is being so withheld in a manner that does not result in the disclosure of the Company underlying information and the Parties shall use commercially reasonable efforts to enter into reasonable and customary arrangements that would permit such access to be provided or information to be disclosed without jeopardizing such privilege, contravening such Law or resulting in the disclosure of such competitively sensitive information, as applicable. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) without the prior written consent of the Sellers (which shall not be unreasonably withheld, conditioned or delayed), the Buyer shall not, and shall cause its Affiliates and its SubsidiariesRepresentatives not to, contact any vendor, customer, partner or other Person with whom the Sellers have a business relationship regarding the business, operations, assets, financial condition or prospects of the Sellers or this Agreement or the transactions contemplated hereby, and (ii) the Buyer shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Sellers without the prior written consent of the Sellers; provided, that, for the avoidance of doubt nothing in this Agreement shall prevent Buyer or any of its Affiliates (or their Representatives) from communicating with any Person in the ordinary course of business unrelated to the transactions contemplated herein or from taking actions or fulfilling obligations in connection with Section 5.05. Notwithstanding anything in this Agreement to the contrary, no access or information provided by or on behalf of the Sellers pursuant to this Section 5.07 will modify any of the representations or warranties of the Sellers contained in this Agreement or the conditions hereunder to the obligations of the Buyer. (b) Parent hereby agrees The Parties agree that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation terms of the transactions contemplated hereby Confidentiality Agreement shall be deemed to be "Confidential Information" to continue in full force and effect until the extent such information would be considered "Confidential Information," in each case, as such term is used inClosing. The Buyer shall hold, and shall be treated cause its Representatives (as defined in the Confidentiality Agreement) to hold, any Confidential Information (as defined in the Confidentiality Agreement) in confidence in accordance with, with the terms of the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior which terms shall apply to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyBuyer as if it were a party thereto.

Access to Information. (a) From Until the date hereof until earlier of the Effective Time termination of this Agreement and subject to the requirements of applicable LawsClosing Date, the Company shall (i) provide to Parentthe Company will afford Parent and its accountants, its counsel, financial advisors, auditors counsel and other authorized representatives reasonable access during normal business hours to (A) all of the offices, properties, books books, contracts, commitments and records of the Company and its Subsidiaries, Subsidiaries and (iiB) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information as such persons may reasonably request (includingconcerning the business, to the extent practicableintellectual property, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), properties and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) personnel of the Company and its Subsidiaries as Parent may reasonably request, and (ii) the Company will provide to cooperate reasonably Parent and its accountants, counsel and other representatives true, correct and complete copies of internal financial statements promptly upon request. At or before Closing, the Company will deliver a copy of all documents in the electronically accessible data room provided in connection with the Transactions (the “Data Room”) to Parent electronically or on compact disc or DVD. (b) Until the earlier of the termination of this Agreement and the Closing Date, the Company will cause the officers, counsel or other representatives of it and its Subsidiaries to obtain access promptly notify Parent of, and to information concerning discuss from time to time as requested by Parent with one or more representatives of Parent during ordinary business hours, any material changes or developments in the operational matters of the Company and its Subsidiaries and the general status of the ongoing business and operations of the Company and its Subsidiaries, as . To the case may be, except that nothing herein shall require extent Parent requests further information or investigation of the Basis of any potential violations of applicable Law the Company shall cooperate with such request and shall make available any personnel or experts engaged by the Company necessary to accommodate such request. (c) No information or knowledge obtained in any investigation in accordance with this ‎Section 4.3 will affect or be deemed to modify any representation or warranty contained herein, the conditions to the obligations of the parties hereto to consummate the Transactions or any of its Subsidiaries to disclose any information that would cause a violation party’s rights hereunder (including rights under ‎Article 7). (d) The Company will (i) notify Parent in writing promptly after learning of any agreement to which the Company Action by any Governmental Entity or any of its Subsidiaries is a other third party initiated by or would cause a risk of a loss of privilege to against the Company or any of its Subsidiaries. Such access , or known by the Company to information pursuant to this Section 5.2(abe threatened, against the Company, any of its Subsidiaries or any of their respective directors, officers, employees or stockholders in their capacity as such (a “New Litigation Claim”); (ii) shall be conducted notify Parent of ongoing material developments in such manner as not to interfere unreasonably any New Litigation Claim; and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim. The Company will, and will cause each of its Subsidiaries to, promptly notify Parent of any change, occurrence or event not in the ordinary course of business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided , and of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, could reasonably be expected to it have a Material Adverse Effect on the Company or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation which is reasonably likely to cause any of the transactions contemplated hereby shall be deemed conditions in ‎Article 5 not to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companysatisfied.

Access to Information. (a) Within 15 days after the date of this Agreement, THCI shall deliver to the Acquirors a list setting forth, to the knowledge of THCI, all corporations, partnerships, limited liability companies and other entities in which a THCI Subsidiary, a THCI Partnership, a Partnership or a Second Tier Partnership owns a beneficial interest that may be directly or indirectly acquired by the Acquirors pursuant to the terms of this Agreement. From the date hereof until the Effective Time Applicable Closing, upon reasonable notice, THCI shall, and subject to the requirements shall cause each THCI Partnership and THCI Subsidiary and each of applicable Lawstheir respective officers, the Company shall directors, employees, auditors and agents to, (i) provide to Parentafford the officers, its counselemployees, financial advisorsauthorized agents and representatives of the Acquirors reasonable access, auditors and other authorized representatives reasonable access during normal business hours hours, to the offices, properties, books and records of THCI, the THCI Partnerships and the THCI Subsidiaries relating to the Properties, the Management Company and its Subsidiaries, the Partnership Interests and (ii) furnish to Parentthe officers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of the Acquirors such additional financial and operating data and other information regarding the Properties, the Management Company and the Partnership Interests as the Acquirors may from time to time reasonably request; provided, however, that (A) such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results investigation shall not unreasonably interfere with any of the Company in advance businesses or operations of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company THCI or any of its Subsidiaries Affiliates (including the THCI Partnerships and the THCI Subsidiaries) or the Properties, the Partnerships or the Second Tier Partnerships, (B) the Acquirors shall not, prior to disclose the Applicable Closing, have any information that would cause a violation contact whatsoever with respect to the Properties or the Partnership Interests or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, anchor department store or other tenant of any agreement to which the Company THCI or any THCI Partnership, THCI Subsidiary, Partnership or Second Tier Partnership except in consultation with THCI and then only with the express prior approval of its Subsidiaries is a party THCI, which approval shall not be unreasonably withheld, and (C) all requests by the Acquirors for access or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) 5.03 shall be conducted in such manner submitted or directed exclusively to an individual to be designated by THCI. The Acquirors shall not be permitted to conduct any invasive tests on any Property without THCI's prior written consent. The Acquirors agree to indemnify THCI from and against any and all losses, damages or claims suffered by THCI as not to interfere unreasonably with a result of any investigations or inspections made by the conduct of the business of the Company and its SubsidiariesAcquirors. (b) Parent hereby agrees that all information provided In order to it or its counselallow THCI to investigate whether the payments required pursuant to Section 2.07(c) have been made correctly, to facilitate the resolution of any third party claims and to prepare documents required to be filed by THCI with Governmental Authorities, after an Applicable Closing, upon reasonable notice, the Acquirors shall (i) afford the officers, employees and authorized agents and representatives of THCI reasonable access, during normal business hours, to the books and records of the Acquirors relating to the assets transferred and the liabilities assumed at such Closing, (ii) furnish to the officers, employees and authorized agents and representatives of THCI such additional financial advisors, auditors and other information regarding such assets and liabilities as THCI may from time to time reasonably request and (iii) make available to THCI (at THCI's cost and expense) the employees of the either Acquiror whose assistance, testimony or presence is deemed necessary by THCI, in its reasonable judgment, to assist THCI in evaluating or defending any such claims, including as witnesses in hearings or trials for such purposes. (c) The Acquirors agree that they shall preserve and keep all books and records in respect of the Properties, the Management Company and the Partnership Interests in the Acquirors' possession for a period of at least five years from the last Closing Date. After such five-year period, before either Acquiror shall dispose of any of such books and records, at least 90 calendar days' prior written notice to such effect shall be given by such Acquiror to THCI, and THCI shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as THCI may select. During such five-year period, duly authorized representatives in connection with this Agreement of THCI shall, upon reasonable notice, have access thereto during normal business hours to examine, inspect and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent copy such information would be considered "Confidential Information," in each case, as such term is used in, books and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyrecords.

Access to Information. (a) From the date hereof until the Effective Time and subject to earlier of the requirements Closing Date or the termination of applicable Lawsthis Agreement in accordance with its terms, the Company shall shall, subject in all respects to the terms of, and the restrictions contained in, the Confidentiality Agreement: (i) provide afford to Parentthe Representatives of Purchaser, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its SubsidiariesGroup, upon reasonable advance notice as Purchaser may reasonably request; (ii) furnish to ParentPurchaser and its Representatives with copies of all such Contracts, its counsel, financial advisors, auditors books and records and other authorized representatives such financial existing documents and operating data and other information as such persons may reasonably request (including, including employee data similar to the extent practicable, furnishing to Parent the financial results what is set forth in Section 3.15(g) of the Company Disclosure Schedule, including status as exempt or non-exempt from minimum wage and overtime Laws and right to receive any increase in advance of any filing by compensation in the Company with twelve (12) months following the SEC containing such financial results), Closing Date) as Purchaser and/or its Representatives may reasonably request; and (iii) instruct make available during normal business hours to Purchaser and/or its Representatives upon reasonable advance notice the employeesappropriate individuals (including senior-level Company management, counselattorneys and accountants) for discussion of the Company’s business, financial advisorsproperties, auditors prospects and other authorized representatives personnel as Purchaser may reasonably request; provided that nothing in this Section 5.2 or otherwise shall require the Company to furnish to Purchaser or its Representatives any materials prepared by the Company’s financial, accounting, or legal Representatives that is subject to an attorney/client or an attorney work product privilege or which may not be disclosed pursuant to Law, a protective order or confidentiality agreement (other than nonemployee directors) of provided that upon request from Purchaser, the Company and its Subsidiaries shall use commercially reasonable efforts to cooperate reasonably with Parent seek a waiver of such confidentiality obligations, enter into a customary joint defense agreement or take other reasonable actions to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in mitigate such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parentrestrictions); provided further, howeverthat no such access, that information gathering or discussions shall unreasonably interfere with any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions businesses, personnel or operations of the Confidentiality Agreement Company or its Subsidiaries. For the avoidance of doubt, nothing in this Section 5.2 shall execute their own confidentiality agreements with limit the obligations of the Company under Section 7.4(e). Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Company, which may be withheld for any reason, Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of any member of the Company Group.

Access to Information. (a) From the date hereof until the Effective Time and Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations and solely for purposes of furthering the requirements of applicable LawsContemplated Transactions, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized afford Buyer’s representatives reasonable access access, during normal business hours during the Pre-Closing Period, to the offices, properties, Acquired Companies’ books and records and the Leased Real Property and, during such Pre-Closing Period, the Company shall furnish promptly to Buyer all readily available information concerning the Business as Buyer may reasonably request in such a manner as not to unreasonably interfere with the normal operation of the Business; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company and its Subsidiaries, could: (i) result in the disclosure of any trade secrets of third parties; (ii) furnish violate any obligation of the Acquired Companies with respect to Parentconfidentiality or non-disclosure; (iii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iv) violate any Law; or (v) unreasonably interfere with the conduct or the Acquired Companies’ business; provided, its counselfurther, financial advisorsthat any such access shall be afforded and any such information shall be furnished solely at Buyer’s expense; provided, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request further, that (including, x) any access to the extent practicableproperties of the Acquired Companies shall be subject to their reasonable security measures and insurance requirements and will not include the right to perform invasive testing; (y) nothing in this Section 8.2 shall be construed to require an Acquired Company to prepare any financial statements, furnishing projections, reports, analyses, appraisals or opinions that are not available or prepared by the Acquired Companies in the Ordinary Course of Business; and (z) Buyer shall not have access to Parent personnel records of the financial results Acquired Companies relating to individual performance or evaluation records, medical histories or other personnel information that in the Acquired Companies’ good faith and reasonable opinion the disclosure of which would violate Law. No investigation pursuant to this Section 8.2(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties. All requests for access pursuant to this Section 8.2(a) must be directed to the Chief Executive Officer of the Company or another person designated in advance writing by the Company. Notwithstanding anything herein to the contrary, Buyer and Merger Sub shall not, and shall cause their respective representatives not to, contact any employee of any filing by of the Company Acquired Companies not involved in the negotiation of the Contemplated Transactions, nor any partner, licensor, licensee or supplier of any of the Acquired Companies, in connection with the SEC containing such financial results)Merger or any of the other Contemplated Transactions without the Company’s prior written consent, and (iii) instruct the employees, counsel, financial advisors, auditors Buyer and other authorized representatives (other than nonemployee directors) Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiariesparticipating; provided, as the case may behowever, except that nothing herein shall require prohibit Buyer from contacting any partner, licensor, licensee or supplier of any of the Company Acquired Companies in the ordinary course of Buyer’s business operations or with respect to matters that are unrelated to the Acquired Companies, the Merger or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesother Contemplated Transactions. (b) Parent hereby Each of Buyer and M▇▇▇▇▇ Sub agrees that all it will not, and will cause its representatives not to, use any information provided obtained pursuant to it this Section 8.2 (or its counsel, financial advisors, auditors and otherwise pursuant to this Agreement) for any competitive or other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" purpose unrelated to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyContemplated Transactions.

Access to Information. (a) From the date hereof until Agreement Date through the Effective Time and Closing Date, but subject to the requirements any rights of applicable Lawsthird Persons, the Company upon reasonable notice, Louisiana-Pacific, LPS Corporation, Redwood, LLC and Samoa, Inc. shall (i) provide to Parentafford the officers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Buyer reasonable access during normal business hours to the offices, properties, books properties and records Books and Records of the Company Business and its Subsidiaries, (ii) furnish to Parentthe officers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the assets and properties of the Business (or legible copies thereof) as Buyer may from time to time reasonably request; provided, however, that such persons investigation shall not unreasonably interfere with any of the businesses or operations of the Business or Louisiana-Pacific. Without limiting the generality of the foregoing, Louisiana-Pacific, LPS Corporation, Redwood, LLC and Samoa, Inc. shall cooperate fully with Buyer's investigation of such assets and properties and provide copies of such documents in its possession as Buyer may reasonably request (includingto confirm the title to any and all properties or assets owned or leased by Louisiana-Pacific, LPS Corporation, Redwood, LLC or Samoa, Inc. and exclusively related to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesBusiness. (b) Parent hereby agrees that Notwithstanding subsection 6.1(a), and except for background environmental records reviews of any Governmental Authority, (i) Buyer shall not investigate any matter with any Governmental Authority having jurisdiction over any aspect of the Business or Louisiana-Pacific's assets or properties, unless and until the written consent of Louisiana-Pacific to the making of such investigation and contacting of any Governmental Authority has been received by Buyer, which consent shall not be unreasonably withheld or delayed, and (ii) Buyer's right of examination and access pending the Closing with respect to environmental matters relating to the Real Property shall be limited to an examination of existing records and interviews with Louisiana-Pacific's personnel as authorized in writing by Louisiana-Pacific. In no event shall any physical testing of the Real Property for the presence of Hazardous Material take place unless and until Buyer has executed an access agreement, in the form attached as Exhibit 6.1(b), including a detailed description of the scope of the investigation and the work to be performed which is reasonably satisfactory to Louisiana-Pacific (whose permission shall not be unreasonably withheld or delayed), together with an appropriate agreement indemnifying Louisiana-Pacific for any Losses caused by Buyer resulting from such physical testing. Copies of all information provided to it or its counseltest results, financial advisors, auditors reports and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby information obtained by Buyer from its investigation (including all draft reports) shall be deemed delivered to be "Confidential Information" Louisiana-Pacific promptly after receipt by Buyer. At Buyer's request, Louisiana-Pacific shall enter into a joint defense agreement in reasonable form in order to the extent maintain any privileges that may apply to such information would be considered "Confidential Information," in each caseresults, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors reports or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyinformation.

Access to Information. (a) From After the date hereof until the Effective Time and subject to Applicable Law and the requirements Confidentiality Agreement dated as of applicable LawsApril 16, 2011 between the Company and Parent (the “Confidentiality Agreement”), the Company shall, and shall cause each of its Subsidiaries and each of their respective Representatives, (collectively, “Company Representatives”) to: (i) provide to give Parent, its counselMerger Subsidiary and their respective Representatives (collectively, financial advisors“Parent Representatives”), auditors and other authorized representatives upon reasonable notice, reasonable access during normal business hours to the offices, properties, books systems, personnel, officers, employees, agents, books, records and records Contracts (including Tax Returns) of the Company and its the Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives the Parent Representatives such financial and operating data and other information information, including any analysis, projections and plans, as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning in the Company matters described in clauses (i) and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries(ii) above. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 7.03 shall require the Company to provide any access, or to disclose any information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or (ii) if such information is protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" Prior to the extent such Effective Time, with respect to the information would be considered "Confidential Information," in each casedisclosed pursuant to Section 7.03(a), as such term is used inParent shall comply with, and shall be treated in accordance cause the Parent Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been ; provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such any “Confidential Information with Information” (as defined in the parties providing the Financing, prospective co-investors or limited partners Confidentiality Agreement) and otherwise discuss consideration of the members of Parenttransactions contemplated by this Agreement with potential Financing Sources and the Confidentiality Agreement shall be deemed so amended; provided further, however, further that Parent shall be responsible for any parties providing the Financing, prospective co-investors or limited partners breach of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions terms of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyby such potential Financing Sources.

Access to Information. (a) From Subject to Buyer’s obligations under the date hereof until Confidentiality Agreement, Seller shall cause the Effective Time and subject Acquired Companies to afford to the requirements of applicable Lawsofficers, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors employees and other authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access during normal business hours hours, upon reasonable advance notice, to the offices, properties, books properties and business and financial records of the Company Acquired Companies, and its Subsidiariesshall, (ii) as soon as reasonably practicable, furnish to Parent, its counsel, financial advisors, auditors and other Buyer or such authorized representatives such financial additional financial, Tax, operating and operating other data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company Business or the Acquired Companies as shall be reasonably requested; provided, however, that (i) Seller and its Subsidiariesthe Acquired Companies shall not be required to violate any obligation of confidentiality, as the case may be, except that nothing herein shall require the Company Order or Requirements of Law to which Seller or any of its Subsidiaries Acquired Company is subject or to disclose waive any information that would cause a violation of any agreement to privilege which the Company or any of them may possess in discharging its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information obligations pursuant to this Section 5.2(a6.1, and (ii) Seller and the Acquired Companies shall not be required to furnish or otherwise make available to Buyer customer-specific data or any other competitively sensitive information; provided further, however, that neither Buyer nor any of its officers, employees, agents or representatives shall have access to any employees of the Acquired Companies other than those identified on Schedule 6.1 without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer hereby acknowledges and agrees that any investigation pursuant to this Section 6.1 shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of the business of the Company Acquired Companies or Seller, and its Subsidiaries. (b) Parent hereby agrees that all information provided Buyer shall not be permitted to it undertake any environmental sampling or its counselinvasive testing without Seller’s prior written consent, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby which shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanySeller’s sole discretion.

Access to Information. (a) From Washington and the date hereof until the Effective Time Blockers shall afford to Georgia and subject to the requirements of applicable Lawsits Affiliates and its and their Representatives reasonable access, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives upon reasonable access notice during normal business hours hours, consistent with applicable Law and in accordance with reasonable procedures established by Washington, during the period prior to the officesClosing, and solely for purposes of integration planning or otherwise in furtherance of the transactions contemplated by this Agreement and the other Transaction Documents, to the properties, books books, Contracts, records and records personnel of the Company Blockers, Washington and its Subsidiaries; provided, (ii) furnish however, that neither the Blockers, Washington nor any of their Affiliates shall be required to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, violate any Law to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company which they or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information their Affiliates may be subject in discharging their obligations pursuant to this Section 5.2(a7.3(a), and prior to the Closing Date, Georgia shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Washington Owned Real Property or the Washington Leased Real Property. (b) Georgia agrees that any investigation undertaken pursuant to the access granted under Section 7.3(a) shall be conducted in such a manner as not to unreasonably interfere unreasonably with the conduct operation of the business of the Company Blockers or the Washington Business and its Subsidiaries. (b) Parent hereby agrees that all information provided requests for such access shall be made to it or its counsel, financial advisors, auditors and other authorized representatives the Representatives of Washington designated by Washington. Notwithstanding anything in connection with this Agreement and to the consummation contrary, neither the Blockers, Washington nor any of the transactions contemplated hereby their Affiliates shall be deemed required to be "Confidential Information" provide access to or disclose information (i) where, in their reasonable judgment, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws (it being agreed that, in the event that the restrictions set forth in clause (i) of this sentence apply, the Blockers and Washington shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Georgia to evaluate any such information without jeopardizing the attorney-client privilege or contravening any Laws ) or (ii) to the extent such information would be considered "Confidential Information," in each caseconcerns the Washington Sale Process. (c) Except with respect to Tax matters governed by Section 10.1, as such term is used inat and for a period of seven (7) years after the Closing, Georgia shall, and shall be treated cause its Subsidiaries to, afford Chicago, its Affiliates and its Representatives, during normal business hours, upon reasonable notice and without unreasonable interference with the operation of its business, access to the properties, books, Contracts, records (in accordance witheach case to the extent in the possession or control of Georgia or any of its Subsidiaries), solely to the Confidentiality Agreement, dated extent related to the Washington Business as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided conducted prior to the date Closing, and employees of this Agreementthe Washington Business and Washington (and Subsidiaries thereof) to the extent that such access may be reasonably required by Chicago in connection with preparing financial statements, regulatory or securities Law reporting obligations, and compliance with applicable Laws or for use in any Proceeding (other than a Proceeding between or among Georgia or any of its Affiliates, on the one hand, and Chicago or any of its Affiliates, on the other hand); provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that nothing in this Agreement shall limit Chicago’s or any parties providing of its Affiliates’ rights of discovery under applicable Law. For the Financingavoidance of doubt, prospective coin the case of any matters that are the subject of this Section 7.3(c) and Article X, the provisions of Article X (and not this Section 7.3(c)) shall control. Notwithstanding anything to the contrary in this Agreement, neither Georgia nor any of its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-investors client privilege or limited partners contravene any Laws (it being agreed that, in the event that the foregoing restrictions apply, Georgia shall, and shall cause its Subsidiaries to, cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Chicago to evaluate any such information without jeopardizing the attorney-client privilege or contravening any Laws). Except with respect to Tax matters governed by Section 10.1, Georgia shall, and shall cause its Subsidiaries to, hold all the books and records relating to the Washington Business and existing on the Closing Date (to the extent held by Washington or any Subsidiary thereof as of the members Closing Date) and not to destroy or dispose of Parent any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if it desires to whom Parent provides Confidential Information shall agree destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to be bound by the confidentiality provisions of the Confidentiality Agreement such destruction or shall execute their own confidentiality agreements with the Companydisposition to surrender them to Chicago.

Access to Information. (a) From the date hereof until the Effective Time Closing, Seller shall, and subject to the requirements of applicable Lawsshall cause Company and Sub to, the Company shall (ia) provide to Parent, afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the officesall properties, propertiesassets, premises, books and records of the records, Contracts and other documents and data related to Company or Sub; and (b) furnish Buyer and its SubsidiariesRepresentatives with such financial, (ii) furnish to Parent, its counsel, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information related to Company or Sub as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Buyer or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counselRepresentatives may reasonably request, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreementat Buyer’s sole expense; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that (a) such access does not unreasonably disrupt the normal operations of Seller, Company and Sub and (b) Seller, Company and Sub are under no obligation to disclose to Buyer any parties providing information the Financingdisclosure of which is restricted by Contract, prospective coapplicable Law or is subject to attorney-investors client privilege respecting the transactions that are the subject of this Agreement, or limited partners an ongoing or threatened Action that is disclosed in the Disclosure Schedule; and provided, further, that the auditors and accountants of Seller, Company and Sub shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. Without limiting the members foregoing, Seller shall permit Buyer and its Representatives to conduct, at Buyer’s sole cost and expense, environmental due diligence of Parent to whom Parent provides Confidential Information Company, Sub, and the Real Property, but shall agree not, without the express written permission of Seller which shall not be unreasonably withheld, conditioned, or delayed, conduct any sampling of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from Company, Sub, and the Real Property. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companythis Agreement.

Access to Information. (a) From the date hereof until the Effective Time and subject to Applicable Law and the requirements of applicable LawsConfidentiality Agreement, the Company shall (i) provide to give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its the Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning in its investigation of the Company and its Subsidiaries, as the case may be, except ; provided that nothing herein shall require (A) the Company shall not be required to provide access to or otherwise make available or furnish any contracts, agreements or other information governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof (provided that, in such event, the Company shall use its Subsidiaries reasonable best efforts to disclose make alternative accommodations to convey the information contained in such information to Parent in a manner that does not breach or otherwise violate such confidentiality or non-disclosure agreements), (B) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would cause a violation of reasonably be expected to jeopardize any agreement to which attorney-client or other legal privilege (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not jeopardize such privileges), (C) the Company shall not be required to provide access to or otherwise make available or furnish any information regarding employees of its Subsidiaries is a party or would cause a risk of a loss of privilege the Company if and to the extent that the provision of such information would violate applicable privacy laws (provided that, in such event, the Company or any of shall use its Subsidiaries. Such reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not jeopardize such laws), and (D) the Company shall not be required to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would violate any other Applicable Laws, including Antitrust Laws (provided that, in such event, the Company shall use its reasonable best efforts to make alternative accommodations to convey the information contained in such information to Parent in a manner that does not violate such laws). Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) . No information or Knowledge obtained by Parent hereby agrees that all information provided in any investigation pursuant to it this Section shall affect or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between modify any representation or warranty made by the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyhereunder.

Access to Information. (a) From During the period commencing on the date hereof until and ending on the Effective Time and subject to the requirements of applicable LawsClosing Date, upon reasonable notice, the Company Sellers shall, and shall (i) provide cause the Companies to Parentafford to Purchaser, its counsel, financial advisors, auditors accountants and other authorized representatives reasonable access during normal business hours to the properties, management, books and records of Sellers and the Companies in order that Purchaser may have the opportunity to make such reasonable investigations as it shall desire to make in connection with the transactions contemplated hereby. Notwithstanding the foregoing, Sellers and the Companies shall not have a duty to provide to Purchaser's officers, employees, counsel, accountants and other representatives any such access or provide any such information if and to the extent (i) a Governmental Authority requires the Companies or any of their Subsidiaries to restrict access to any properties or information, (ii) any applicable Law requires the Companies or their Subsidiaries to restrict access to any properties or information, (iii) counsel to the Companies determine in their reasonable judgment that doing so would result in the disclosure of any trade secrets of third parties or violate any binding obligations to third parties with respect to confidentiality or (iv) counsel to the Companies determines in its reasonable judgment that doing so would compromise or constitute a waiver of any attorney-client or other applicable privilege of the Companies or its Subsidiaries. (b) After of the date hereof, except as set forth in Section 5.5(b) of the Disclosure Schedule, without the prior consent of the Sellers (which consent need not be in writing and shall not be unreasonably withheld), Purchaser shall not contact any licensees, employees (except pursuant to Section 5.5(a)) or customers of the Sellers or the Companies in connection with or pertaining to any subject matter of this Agreement. (c) Without limiting any other obligations provided for herein, in order to facilitate the resolution of any Claims made by or against or incurred by the Sellers relating to the Companies or against or incurred by the Companies for which the Sellers have agreed to indemnify Purchaser, after the Closing, upon reasonable notice, Purchaser shall use all reasonable efforts to (i) afford the officers, employees, authorized agents and representatives of the Sellers reasonable access, during normal business hours, to the offices, properties, books and records of the Company and its SubsidiariesCompanies, (ii) furnish to Parentthe officers, its counselemployees, authorized agents and representatives of the Sellers such additional financial advisors, auditors and other authorized representatives such financial and operating data and other information regarding the Companies and their business and operations as such persons the Sellers may from time to time reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct make available to the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) Sellers the employees of the Company and its Subsidiaries to cooperate Companies whose assistance, testimony or presence is reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound requested by the confidentiality provisions Sellers to assist the Sellers in evaluating or defending such Claims, including the presence of the Confidentiality Agreement such persons as witnesses in hearings or shall execute their own confidentiality agreements with the Companytrials for such purposes.

Access to Information. (a) From the date hereof until the Effective Time Subject to Applicable Law, Section 6.12, Section 6.19 and subject to the requirements of applicable Lawscontractual restrictions, upon reasonable notice, the Company shall (iand shall cause its Subsidiaries to) provide to afford Parent’s officers, its counsel, financial advisors, auditors directors and Parent’s other authorized representatives Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, propertiesto its books, books Contracts, personnel, facilities and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicablenecessary for any reasonable transaction-related purpose, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing including, without limitation, integration planning and/or post-Closing transition planning and implementation; provided, that, such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) 6.05 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. . The foregoing shall not require the Company or its Subsidiaries (a) to provide access to or otherwise make available or furnish any books, Contracts or records which would result in a material breach of a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) Parent hereby agrees to provide access to or otherwise make available or furnish any information if and to the extent that all the provision of such information provided would in the good faith judgment of the Company based on advice of counsel jeopardize any attorney-client, work product or other legal privilege or protection, (c) to it provide access to or otherwise make available or furnish any information relating to the process conducted by the Company that led to the execution of this Agreement (except to the extent expressly required by Section 6.02), (d) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the judgment of the Company based on advice of counsel violate any Company policies in any material respect or Applicable Law, or (e) prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available or prepared by the Company or its counselSubsidiaries in the ordinary course of business (it being agreed that, financial advisorsin the case of clauses (a), auditors (b) and other authorized representatives (d), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in connection with this Agreement a manner that would not reasonably be expected to violate such restriction, policy or Applicable Law or waive the applicable privilege or protection). Except as otherwise permitted above, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the consummation Company not involved in the negotiation of the transactions contemplated hereby by this Agreement or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent, and Parent and Merger Sub acknowledge and agree that any such contact shall be deemed arranged and supervised by Representatives of the Company (it being acknowledged and agreed that any such contacts with the foregoing parties or Persons in the ordinary course of business and unrelated to the Company or the transactions contemplated by this Agreement shall be "Confidential Information" unrestricted). All requests for information made pursuant to this Section 6.05 shall be directed to the Chief Legal Officer or other Person designated by the Company. All such information shall, to the extent such information would applicable, be considered "Confidential Information," deemed Evaluation Material (as defined in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company ) under and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound governed by the confidentiality provisions terms of the Confidentiality Agreement. Notwithstanding any provision of this Section 6.05, following the date hereof through the earlier of the valid termination of this Agreement in accordance with Section 8.01 and the Effective Time, but subject in all respects to compliance with any applicable Antitrust Laws, the Company shall use its reasonable best efforts to (i) coordinate and hold bi-weekly meetings among the five most senior executives of each of Parent and the Company (which may be conducted on a one-on-one basis, or shall execute their own confidentiality agreements on a group basis, as mutually determined by such participants) for the purpose of discussing, coordinating and planning the proposed integration following the Closing, including the items set forth on Section 6.05 of the Company Disclosure Schedule, and (ii) provide Parent with notice (email being sufficient), as promptly as reasonably practicable, in the event the Company or any of its Subsidiaries receives written or, to the Knowledge of the Company, oral notice from any Top Customer or Top Vendor of its intention to terminate its relationship with the CompanyCompany or any of its Subsidiaries.

Access to Information. (a) From The Company shall afford Parent and its accountants, counsel and other representatives, reasonable access during the date hereof until period prior to the Effective Time Date and subject to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours upon reasonable advance notice to (i) all of the offices, Company's (including the Subsidiaries) properties, books books, contracts, commitments and records records; (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons Parent may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), request; and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) all employees of the Company (including the Subsidiaries) as identified by Parent. The Company agrees to provide to Parent and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company accountants, counsel and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any other representatives copies of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(ainternal financial statements (including Tax returns and supporting documentation) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariespromptly upon request. (b) Parent hereby agrees that all No information provided or knowledge obtained in any investigation pursuant to it this Section 4.03 shall affect or its counselbe deemed to modify: any representation or warranty contained herein, financial advisorsthe conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, auditors and other authorized representatives in connection with this Agreement or the indemnification obligations of the Company and the Principals. (c) All information furnished by one party to another pursuant hereto shall be treated as the sole property of the party furnishing the information until consummation of the transactions Merger contemplated hereby and, if such Merger shall be deemed to be "Confidential Information" not occur, the party receiving the information shall retrieve, if necessary, and return to the extent party which furnished such information would be considered "Confidential Information," in each caseall documents or other materials containing, as reflecting or referring to such term is used ininformation, shall use its best efforts to keep confidential all of such information, and shall be treated in accordance withnot directly or indirectly use such information for any competitive or other commercial purpose. If the Merger is not consummated, the Confidentiality Agreement, dated as of February 10, 2007, between obligation to keep such information confidential shall continue for two (2) years from the Company date the proposed Merger is abandoned and Centerbridge Associates, L.P. shall not apply to (i) any information which (a) the "Confidentiality Agreement") and any other confidentiality agreements entered into party receiving the information can establish by co-investors convincing evidence was already in Parent had it been provided its possession prior to the date of this Agreement; provideddisclosure thereof by the party furnishing the information, that Parent shall be entitled (b) was then generally known to share such Confidential Information with the parties providing public or set forth in public records, (c) became known to the Financing, prospective co-investors or limited partners public through no fault of the members of Parent; provided furtherparty receiving the information, however, that any parties providing or (d) was disclosed to the Financing, prospective co-investors or limited partners of party receiving the members of Parent to whom Parent provides Confidential Information shall agree in writing to be information by a third party not bound by the confidentiality provisions an obligation of the Confidentiality Agreement confidentiality, or shall execute their own confidentiality agreements (ii) disclosures in accordance with the Companyan order of a court of competent jurisdiction.

Access to Information. (a) From and after the date hereof until the Effective Time and subject to earlier of the requirements Closing Date or the termination of applicable Lawsthis Agreement in accordance with its terms, upon reasonable advance notice, the Company shall (i) provide to Parent and Parent, its counsel, financial advisors, auditors and other ’s authorized representatives reasonable access during normal business hours reasonable access to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request Group Companies (including, to without limitation, the extent practicable, furnishing to Parent monthly and quarterly financial statements prepared in the financial results Ordinary Course of the Company in advance of any filing Business by the Company with Group Companies as soon as reasonably practicable at the SEC containing such financial resultsend of each calendar month or calendar quarter, as applicable), and (iii) instruct with the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) prior written consent of the Company Representative (which may be effected by email), not to be unreasonably withheld, conditioned or delayed, senior-level employees relevant to consummating the Transactions, including for post-Closing planning purposes, offices, properties, and its Subsidiaries facilities (in all cases, in a manner so as to cooperate reasonably not unreasonably interfere with Parent the normal business operations of any Group Company) for any reasonable purpose (provided, that the continuation of due diligence shall not be deemed a reasonable purpose). All of such information shall be treated as confidential information pursuant to obtain access the terms of the Confidentiality Agreement. Notwithstanding anything to information concerning the contrary in this Agreement, the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries not be required to disclose any competitively sensitive information (except through a clean team agreement arrangement) or disclose any other information to Parent or its representatives if (x) such disclosure would be reasonably likely to jeopardize any attorney-client or other legal privilege (provided further that would cause a violation of any agreement to which the Company shall use its reasonable best efforts to allow for such access or any of its Subsidiaries is disclosure in a party or would cause a risk of manner that does not result in a loss of privilege any attorney-client or other legal privilege), (y) such disclosure would be reasonably likely to contravene any applicable Laws, fiduciary duty or binding agreement (including confidentiality agreement) entered into prior to the date hereof (provided further that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that will not contravene any applicable Laws (such as through the use of its Subsidiaries. Such access a “clean team”) or does not contravene any fiduciary duty or result in a breach of such agreement including using reasonable best efforts to information pursuant to obtain the required consent of any applicable third party), or (z) if the Parties are in an adversarial relationship in litigation or arbitration (in which case the furnishing of information, documents or records contemplated by this Section 5.2(a) shall be conducted subject to applicable rules relating to discovery) (the matters referred to in such manner as this sentence with respect to any Person, the “Access Limitations”). Notwithstanding the foregoing, the Access Limitations shall not apply with respect to interfere unreasonably with the conduct Company’s delivery to Parent of the business monthly and quarterly financial statements in accordance with this Section 5.2(a). At or within five (5) Business Days after the Closing, the Representative will deliver a copy of all documents in the Company and its SubsidiariesData Room to Parent on compact disc, DVD or USB flash drive. (b) From and after the Closing Date, in connection with any reasonable business purpose relating to the Company and the Transactions or otherwise relating to the period prior to Closing solely with respect to the rights and obligations of the Equityholders in respect of their ownership or operation of the Group Companies, including the determination of any matter relating to the rights or obligations of the Equityholders under this Agreement, upon reasonable prior written request and subject to the Access Limitations, Parent shall, and shall cause the Group Companies to, afford the Representative and its authorized representatives reasonable access, during normal business hours, to the books and records and, with the prior written consent of Parent (which may be effected by email), not to be unreasonably withheld, conditioned or delayed, the offices and properties of Parent and its Affiliates in respect of the Group Companies; provided, however, that (u) Parent and its Affiliates shall not be required to contravene any applicable Laws or fiduciary duty, (v) such requests shall not unreasonably interfere with the normal operations of Parent or any of its Affiliates, (w) the auditors and accountants of Parent or its Affiliates shall not be obligated to make any work papers (to the extent such documents exist) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, (x) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records contemplated by this Section 5.2(b) shall be instead subject to applicable rules relating to discovery; and (y) Parent may require the entry into a confidentiality agreement, in a form reasonably acceptable to Parent, if such an agreement is not already in place. (c) During the period from the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Parent hereby agrees that all information provided except for contact made in the ordinary course of business consistent with past practices and unrelated to it the Transactions (which the Company hereby agrees shall be permitted by or on behalf of Parent or its counselAffiliates), financial advisorsit is not authorized to and shall not (and shall not permit any of its employees, auditors and agents, representatives or Affiliates to) contact any customer, supplier, distributor, officer, employee or other authorized representatives in connection with material business relation of any Group Company regarding the Transactions without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Parent acknowledges that if this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated terminated in accordance withwith its terms, the Confidentiality Agreement, dated as of February 10, 2007, between the Company Agreement remains in full force and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyeffect.

Access to Information. (a) From the date hereof until the Effective Time Closing Date, Seller Parent and subject Sellers will to the requirements of applicable Laws, the Company shall extent permitted by Applicable Law (i) provide give, and will cause each Company and each Subsidiary to Parentgive, Buyer, its personnel, counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, directors, officers, employees, books and records of the Company Companies and its the Subsidiaries and to the books and records of Sellers relating to the Companies and the Subsidiaries, (ii) furnish furnish, and will cause each Company and each Subsidiary to Parentfurnish, to Buyer, its personnel, counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Companies or any of the Subsidiaries as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, counsel and financial advisors, auditors and other authorized representatives (other than nonemployee directors) advisors of Sellers or the Companies or any of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning Buyer in its investigation of the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Companies or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business Business. Notwithstanding the foregoing, Buyer and its representatives shall not prior to the Closing (A) have access to (1) personnel records of Company Employees located within the United States relating to individual performance or evaluation records, medical histories or other information the disclosure of which could subject the Companies or any of the Subsidiaries to risk of liability, (2) personnel records of Company Employees located outside the United States which would allow Buyer and/or its representatives to directly or indirectly identify any individual Company Employees, except in limited cases where such access may be permissible under Applicable Law (e.g., for a specific, legitimate purpose and its Subsidiaries. subject to entering into an appropriate data transfer agreement between Seller Parent and Buyer at Seller Parent’s sole discretion, or subject to Company Employee consent where such may be validly provided under Applicable Law), (b3) Parent hereby agrees that all information provided to it bids received by or its counsel, financial advisors, auditors and on behalf of Sellers from other authorized representatives Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (4) any information the consummation disclosure of which would adversely affect any legal privilege available to Sellers relating to such information or would cause Seller Parent, Sellers, any Company or any of the transactions contemplated hereby Subsidiaries to breach a confidentiality obligation (in which event Sellers shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled use reasonable efforts to share such Confidential Information with the parties providing the Financinginformation in a manner that would not jeopardize any such privilege or violate such obligations) or (B) conduct or cause to be conducted any invasive sampling, prospective co-investors testing or limited partners other invasive investigation of the members of Parent; provided furtherair, howeversoil, that any parties providing the Financingsoil gas, prospective co-investors surface water, groundwater, building materials or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyother environmental media.

Access to Information. (a) From Subject to applicable restrictions contained in any confidentiality agreement with third parties to which an Acquired Company is subject, from the date hereof until the Effective Time and subject of this Agreement to the requirements earlier of applicable Lawsthe Closing Date or the valid termination of this Agreement in accordance with its terms, upon reasonable notice, the Acquired Companies will promptly provide Parent and its Representatives reasonable access to the Assets, employees, and Books and Records of the Acquired Companies and to furnish Parent and its Representatives with such other information regarding the Acquired Companies, the Assets and the Business as Parent may reasonably request, including draft annual financial statements of the Acquired Companies for the year ended December 31, 2020, which the Company shall (i) provide use commercially reasonable efforts to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing deliver to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)January 31, 2021, and information required by Parent or its Affiliates to comply with applicable Law (iiiincluding securities Law and the rules and regulations promulgated thereunder) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except or securities exchange requirements; provided that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall such investigation will be conducted in such a manner as that does not to unreasonably interfere unreasonably with the conduct normal business operations of the business of Acquired Companies and maintains the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation confidentiality of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, further that Parent the Acquired Companies shall not be entitled required to share so confer, afford such Confidential Information with access or furnish such copies or other information to the parties extent that doing so would (i) result in the loss of attorney-client privilege, (ii) result in the breach, violation or default to any Contract to which an Acquired Company is a party or bound, (iii) result in a violation of any applicable Law (including any COVID-19 Measures), (iv) result in the disclosure of any trade secrets and disclosure of sensitive or personal information that would expose an Acquired Company to the risk of Liability or (v) require providing physical access that the Financing, prospective co-investors Company reasonably determines (including in light of COVID-19 or limited partners COVID-19 Measures) would jeopardize the health and safety of any employee. Without limiting the generality of the members of Parent; provided furtherforegoing, however, that any parties providing the Financing, prospective co-investors or limited partners Acquired Companies will make available to Parent and its Representatives the appropriate individuals for discussion of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions Business, Assets and personnel of the Acquired Companies as Parent or such Representatives may reasonably request. If any access or information is withheld on the basis of any applicable confidentiality or non-disclosure restrictions contained in any Contract to which an Acquired Company is a party or bound, the Company will inform Parent of the general nature of what is being withheld and use commercially reasonable efforts to make substitute disclosure arrangements to promptly provide any such access or information to Parent and its Representatives in a manner that will not violate such confidentiality or non-disclosure restrictions. All non-public information furnished to or obtained by Parent pursuant to this Section 4.2 will be treated as confidential information pursuant to the terms of the Mutual Non-Disclosure Agreement executed by Parent and the Company dated as of April 1, 2020 (the “Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyAgreement”).

Access to Information. (a) From Pending Closing, WCG shall at all reasonable times and upon reasonable prior notice during regular business hours make appropriate members of its management team available for questions related to the date hereof until properties, assets, books and records pertaining to the Effective Time Acquired Entities, the Acquired Interests, the Business or the Projects which shall be reasonably available for examination and review by Purchaser and its Representatives; provided, however, Purchaser’s inspections and examinations shall not unreasonably disrupt the normal operations of WCG, the Seller Parties, the Acquired Entities or the Projects, shall be subject to WCG’s and the requirements Acquired Entities’ safety and security procedures and shall be at Purchaser’s sole cost and expense; and provided, further, that neither Purchaser, nor any of applicable Lawsits Affiliates or Representatives, shall access the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours Project sites or conduct any intrusive environmental site assessment or activities with respect to the officesAcquired Entities or its properties without the prior written consent of WCG (such consent not to be unreasonably withheld, delayed or denied). For the period ninety (90) days subsequent Purchase and Sale Agreement – WCG to Closing, WCG shall make available during regular business hours, those employees responsible for providing accounting services to the Acquired Entities, and, at Purchaser’s request, facilitate discussions with the Acquired Entities’ independent auditors, in each case for the purpose of answering questions related to the properties, assets, Taxes, and books and records of the Company and its SubsidiariesAcquired Entities. WCG shall not, (ii) furnish however, be required to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of incur any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives costs in connection with this Agreement and the consummation provision of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound services by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyAcquired Entities’ independent auditors.

Access to Information. (a) From the date hereof until through the Effective Time Closing Date, Seller shall, and subject shall cause Company to, afford Buyer and its Representatives reasonable access (including for inspection and copying, at Buyer’s expense), at reasonable times and upon reasonable advance notice to Company’s officers and, at the requirements reasonable discretion of Seller, to Company’s employees and Representatives, in each case, except as reasonably determined to be necessary to ensure compliance with any applicable LawsLaws or to preserve any applicable privileges (including the attorney-client privilege, the Company shall (iwork product doctrine or similar privilege) provide and contractual confidentiality obligations, to ParentCompany’s properties, its counseloffices, financial advisors, auditors plants and other authorized representatives reasonable access during normal business hours to the offices, propertiesfacilities, books and records of Company, including to conduct an inventory and evaluation of raw materials and inventory; provided, that (i) such access does not unreasonably interfere with the Company business or operations of Company, and its Subsidiaries, (ii) furnish Buyer shall not perform, or cause to Parentbe performed, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results any invasive or subsurface investigation of the Company in advance Real Property without the prior written consent of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesSeller. (b) Parent hereby agrees that all information provided After the Closing until the sixth anniversary of the Closing Date, upon reasonable prior notice, and except as determined in good faith to it be necessary to ensure compliance with any applicable Laws and to preserve to any applicable privileges (including the attorney-client privilege, work product doctrine or similar privilege) and contractual confidentiality obligations, Buyer shall afford, and shall cause Company to afford, Seller and its counselRepresentatives, financial advisorsduring normal business hours, auditors reasonable access to the books, records and other authorized representatives information of Company, or any portions thereof, in connection Buyer’s or Company’s possession or control relating to the assets, liabilities or operations of Company with this Agreement respect to periods prior to the Closing, and provide the consummation of the transactions contemplated hereby shall be deemed right to be "Confidential Information" make copies and extracts therefrom at Seller’s expense, to the extent such information would be considered "Confidential Information," access is reasonably required by Seller in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior case to the date extent necessary (A) to comply with requirements imposed on Seller or its Affiliates by a Governmental Entity having jurisdiction over Seller or its Affiliates, (B) for use in any Action or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of Seller under this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that such access shall not unreasonably interfere with the business or operations of Buyer, Company or any parties providing of their Affiliates. (c) Notwithstanding the Financingprovisions of this Section 4.02, prospective co-investors although the existence of a dispute or limited partners other adversarial proceeding between or among any of the members of Parent to whom Parent provides Confidential Information Parties shall agree in writing to be bound by not abrogate or suspend the confidentiality provisions of this Section 4.02 as to matters other than such dispute or other adversarial proceeding between or among any of the Confidentiality Agreement Parties, as to any such dispute or shall execute their own confidentiality agreements with other adversarial proceeding, the CompanyParties may not utilize this Section 4.02, but rather, absent agreement, must utilize the applicable rules of discovery.

Access to Information. (a) From Upon reasonable notice and subject to applicable Laws relating to the date hereof until exchange of information, each of the Company and Parent will, and will cause each of their Subsidiaries to, afford to the Representatives of the other, reasonable access, during normal business hours during the period prior to the Effective Time Time, to all its personnel, properties, books, Contracts, commitments and subject records, and, during such period, the parties will, and will cause its Subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws (other than reports or documents that such party is not permitted to disclose under applicable LawsLaw) and (ii) all other information concerning its business, properties and personnel as the other may reasonably request; provided, however, neither the Company nor Parent nor any of their respective Subsidiaries will be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In furtherance of the foregoing, from the period beginning immediately after the receipt of HSR Clearance until the Effective Time, the Company shall will (i) provide afford Parent the opportunity to Parent, its counsel, financial advisors, auditors hold meetings with Company personnel at reasonable times during ordinary business hours and other authorized representatives upon reasonable advance notice provided to the Chief Financial Officer and Senior Vice President — Finance of the Company; (ii) afford Parent with reasonable access to visit and inspect the Company’s properties, including, but not limited to, the Company Stations during normal ordinary business hours and upon reasonable advance notice provided to the officesChief Financial Officer and Senior Vice President — Finance of the Company; provided, properties, books that with respect to clauses (i) and records (ii) one or more Company employees designated by the Chief Financial Officer and Senior Vice President — Finance of the Company are afforded the opportunity to be present at such meetings and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors visits and other authorized representatives any such financial meetings and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall visits will be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and its Subsidiariestimely discharge by such employees of their normal duties, and (iii) to the extent the Company maintains any such reports, provide on a monthly basis Parent with copies of the Company’s weekly market by market and overall consolidated pacing reports and monthly market, station level, and business segment P&L reports and any other reports reasonably requested by Parent. (b) Parent hereby agrees that all All information and materials provided pursuant to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall will be deemed to be "Confidential Information" subject to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement entered into between the Company and Parent as of January 31, 2011 (the “Confidentiality Agreement”). (c) No investigation by either of the parties or shall execute their own confidentiality agreements with respective representatives will affect the Companyrepresentations and warranties of the other set forth in this Agreement.

Access to Information. (a) From Subject in all cases to the Company’s obligations of confidentiality with respect to third-party confidential information, between the date hereof until of this Agreement and the earlier of the Effective Time and subject to or the requirements termination of applicable Lawsthis Agreement, upon reasonable notice, the Company shall (i) provide to Parentgive Parent and its officers, its counselappropriate employees, financial advisorsaccountants, auditors and other authorized representatives counsel full access, upon reasonable access prior notice during normal business hours hours, to the all buildings, offices, properties, books and records other facilities and to all Books and Records of the Company and or its Subsidiaries, whether located on the premises of the Company or at another location; (ii) permit Parent to make reasonable inspections upon reasonable prior notice during normal business hours; (iii) furnish to ParentParent such financial, its counseloperating, financial advisors, auditors technical and other authorized representatives such financial and operating product data and other information as such persons may reasonably request (including, with respect to the extent practicable, furnishing to Parent the financial results business and Assets and Properties of the Company in advance of any filing by or its Subsidiaries as Parent from time to time may reasonably request, including financial statements and schedules; (iv) allow Parent the Company with the SEC containing opportunity to interview such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors employees and other authorized representatives (other than nonemployee directors) personnel and Affiliates of the Company and or its Subsidiaries to with the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed; and (v) assist and cooperate reasonably with Parent to obtain access to information concerning in the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any development of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) cooperation plans for implementation by Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of Surviving Corporation following the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseEffective Time; provided, as such term is used inhowever, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided that no investigation made prior to the date of this Agreement or made pursuant to this Section 5.3(a) shall affect or be deemed to modify any representation or warranty made by the Company herein. Subject to Section 5.4 and the agreements referenced therein, materials furnished to Parent pursuant to this Section 5.3(a) may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Subject in all cases to Parent’s obligations of confidentiality with respect to third-party confidential information, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Parent shall (i) give the Company and its officers, appropriate employees, accountants, and counsel full access, upon reasonable prior notice during normal business hours, to all buildings, offices, and other facilities and to all Books and Records of Parent, whether located on the premises of the Parent or at another location; (ii) permit the Company to make reasonable inspections upon reasonable prior notice during normal business hours; and (iii) furnish the Company such financial, operating, technical and product data and other information with respect to the business and Assets and Properties of Parent as the Company from time to time may reasonably request, including financial statements and schedules; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing no investigation made prior to the Financing, prospective co-investors or limited partners date of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality this Agreement or made pursuant to this Section 5.3(b) shall execute their own confidentiality agreements with the Companyaffect or be deemed to modify any representation or warranty made by Parent or Merger Sub herein.

Access to Information. (a) From Subject to Section 5.4 hereof, from the date hereof Agreement Date until the earlier of the Effective Time and subject to the requirements termination of applicable Lawsthis Agreement, the Company shall, and shall (i) provide to Parentcause each of the Company Subsidiaries to, its counsel, financial advisors, auditors afford the Representatives and other authorized representatives agents of Parent (provided, that Parent shall cause such Representatives and other agents to treat any information gained thereby as confidential) reasonable access access, during normal business hours and upon reasonable advance written notice, and subject to reasonable rules and regulations of the officesCompany, propertiesto (a) the Specified Company Employees and, books and records with the prior written consent of a Specified Company Employee (such consent not to be unreasonably withheld, delayed or conditioned), any of the other employees of the Company and its Subsidiariesthe Company Subsidiaries to which any Specified Company Employee provides his consent, (iib) furnish to Parentthe properties, its counsel, financial advisors, auditors offices and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) facilities of the Company and its the Company Subsidiaries and (c) to cooperate the extent not prohibited by Law, all books and records, and all financial, operating, Tax and other data and information, with respect to the Business that are in the possession of the Company or any of the Company Subsidiaries, in each case, as Parent may reasonably with Parent to obtain access to information concerning request; provided, however, (i) if the Company so requires, Parent’s representatives conducting any physical inspection of the properties, offices or other facilities of the Company or one of the Company Subsidiaries shall be accompanied by one or more representatives of the Company and its Subsidiaries, as (ii) the case may be, except Company shall not be required to provide any such access to the extent that nothing herein shall it would require the Company or any of its the Company Subsidiaries to (A) disclose information subject to attorney-client privilege as advised by the Company’s outside counsel (after taking into account the potential for a “continuity of interest” or similar agreement; provided, that, in any event, the Company will disclose to Parent that it is withholding information in reliance upon this Section 5.5), (B) disclose information that would cause a violation of significant competitive harm to the Company or the Company Subsidiaries if the transactions contemplated by this Agreement are not consummated, (C) violate applicable Law, or (D) violate any agreement confidentiality obligations to which the Company or any of its the Company Subsidiaries is bound; provided, that the Company shall use reasonable best efforts to provide any such information in a party manner and to the maximum extent such clauses (A) through (D) shall not apply. All requests for such access shall be directed to a Specified Company Employee or would cause a risk such other Person as the Company may designate in writing to Parent from time to time. Anything herein to the contrary notwithstanding, prior to the Closing, without the express prior written consent of a loss the Company, which consent shall not be unreasonably withheld, neither Parent nor Merger Sub, nor any of privilege their Representatives or other agents shall contact any customers to, or vendors or suppliers of, the Company, or shall have any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Company or any of its the Company Subsidiaries. Such access In exercising its rights hereunder, Parent shall, and shall cause its advisors, representatives, officers, directors, employees, auditors and other agents to information pursuant to this Section 5.2(a) shall be conducted in such manner conduct themselves so as not to unreasonably interfere unreasonably with in the conduct of the business Business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided Subsidiaries prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyClosing.

Access to Information. (a) From and after the date hereof until the Effective Time Dividend Date, each of Interim and subject WZE shall afford to the requirements of applicable Laws, other and to the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives other’s Representatives reasonable access and duplicating rights, during normal business hours and upon reasonable advance notice, to all Information within the possession or control of such party relating to the officesother party’s business, propertiesAssets or Liabilities or relating to or arising in connection with the relationship between the parties on or prior to the Dividend Date, books insofar as such access is reasonably required for a reasonable purpose, subject to the provisions below regarding Privileged Information. Without limiting the foregoing and records except as otherwise provided in the Separation Documents, Information may be requested for audit, accounting, claims, litigation and Tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations. In furtherance of the Company foregoing: (a) Each party hereto acknowledges that: (i) Each of Interim and its Subsidiaries, WZE has or may obtain Privileged Information; (ii) furnish to Parentthere are a number of common matters affecting each or both of Interim and WZE, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to each have a common legal interest in the extent practicable, furnishing to Parent the financial results preservation of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) confidential status of the Company and its Subsidiaries Proprietary Information relating to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Interim or Information or relating to or arising in connection with the Company relationship between the parties on or prior to the Dividend Date; and (iv) both Interim and its SubsidiariesWZE intend that the Transactions contemplated hereby and by the other Separation Documents and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any applicable privilege. (b) Parent hereby Each of Interim and WZE agrees that all information provided not to it disclose or its counselotherwise waive any privilege attaching to any Privileged Information, financial advisorsor rights attaching to any Proprietary Information relating to the business of Interim and WZE, auditors and other authorized representatives respectively, or relating to or arising in connection with this Agreement the relationship between Interim and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided WZE on or prior to the date Dividend Date, without providing prompt written notice to and obtaining the prior written consent of this Agreementthe other, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that Interim and WZE may make such disclosure or waiver with respect to Privileged Information, or rights any parties providing Proprietary Information if such Information relates solely to the Financing, prospective copre-investors or limited partners Separation business of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyother.

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable LawsUpon reasonable prior notice, the Company shall, and shall (i) provide cause each of its Subsidiaries to, afford to Parentthe officers, its counselemployees, financial advisorsaccountants, auditors counsel and other authorized representatives reasonable access of Parent access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing including materials filed with or furnished by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company it or any of its Subsidiaries to disclose any information that would cause a violation Governmental Entity in compliance with applicable laws), and to its officers, employees (including, with the written consent of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege with respect to the Company or any applicable employee, for the purpose of its Subsidiaries. Such access discussing possible stay bonuses), accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisorsand, auditors and other authorized representatives in connection with this Agreement and during such period, the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used inCompany shall, and shall be treated in accordance withcause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state lending laws (other than reports or documents which the Company is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, the Confidentiality Agreement, dated as of February 10, 2007, between Company shall comply with its obligations under the preceding sentence by providing electronic access to such documents and information on the online data room established by the Company and Centerbridge Associatesprior to the date hereof. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate the rights of its customers, L.P. (B) jeopardize the "Confidentiality Agreement"attorney-client privilege of the institution in possession or control of such information, (C) and contravene any other confidentiality agreements law, rule, regulation, order, judgment, decree or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement in the ordinary course of business consistent with past practice or (D) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided, that Parent . (b) All information and materials furnished pursuant to this Agreement shall be entitled subject to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement, dated October 14, 2005, as amended December 2, 2005, between Parent and the Company (the “Confidentiality Agreement”). (c) No investigation by Parent or its representatives or advisors prior to or after the date of this Agreement and the resulting knowledge of Parent shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or shall execute their own confidentiality agreements with the Companyotherwise affect Parent’s rights under Articles 1, 8 and 9 of this Agreement.

Access to Information. (a) From Between the date hereof until and the Effective Time Closing Date, upon reasonable advance written notice, and subject to the requirements of applicable Lawsrestrictions contained in confidentiality agreements to which any Target Company is subject and other privileged materials, the Company shall (i) will provide to Parent, Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours reasonable access to the offices, properties, all officers and to all books and records of the Target Companies, and will cause the executive officers of the Company and its Subsidiaries, (ii) to furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives Buyer with such financial and operating data and other information as such persons may reasonably request (including, with respect to the extent practicablebusiness and properties of the Target Companies as Buyer may from time to time reasonably request. Without limiting the generality of the foregoing, furnishing Seller shall make available to Parent Buyer all Title Reports relating to the financial results Target Companies in its possession or under its reasonable control. All of such information shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, dated September 27, 2013, between The Environmental Quality Company’s representative, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Inc. and US Ecology, Inc., the provisions of which are by this reference incorporated herein; provided that such Confidentiality Agreement shall be deemed terminated as of the Closing. Notwithstanding the foregoing, Buyer hereby agrees that it is not been authorized to and shall not (and shall not permit any of its employees, agents, representatives or affiliates to) contact, at any time prior to the Closing, any of the Target Companies’ employees (excluding executive officers), customers, suppliers or other material business relations without the prior written consent of the Company in advance its sole discretion. (b) Buyer shall protect, defend, indemnify and hold the Target Companies harmless from and against any and all damages, losses and claims of any filing type or cause arising from the acts or omissions of Buyer, Buyer’s Affiliates or any Person acting on Buyer’s or its Affiliate’s behalf in connection with any due diligence conducted pursuant to or in connection with this Agreement, including any site visits. Buyer shall comply fully with all rules, regulations, policies and instructions issued by any Target Company and provided to Buyer regarding Buyer’s actions while upon, entering or leaving any Real Property, including any insurance requirements that any Target Company may impose on contractors authorized to perform work on any property owned or operated by any Target Company. (c) Promptly after it is entered into, the Company with shall make available to Buyer a true and correct copy of each written Material Contract which is entered into by any Target Company after the SEC containing date of this Agreement and prior to Closing, whether or not Buyer’s consent to the entry into such Material Contract is required pursuant to Section 4.1. (d) From the date of this Agreement until the Closing, the Company shall deliver to Buyer (i) within forty-five (45) days after the conclusion of each fiscal quarter ending after the date hereof, unaudited consolidated balance sheets of EQ Holdings, Inc. and its Subsidiaries and the related statements of income, cash flows and stockholders’ equity as of the last day of such fiscal quarter and (ii) within thirty (30) days after the conclusion of each month ending after the date hereof, unaudited consolidated balance sheets of EQ Holdings, Inc. and its Subsidiaries and the related statements of income, cash flows and stockholders’ equity as of the last day of such fiscal month (collectively, the “Interim Financial Information”). The Interim Financial Information shall (i) be derived from the books and records of the Target Companies, (ii) present fairly in all material respects the financial results)condition and results of operations of the Target Companies as of the dates and for the periods indicated except the absence of normal year-end adjustments and footnote disclosure, and (iii) instruct be prepared in accordance with GAAP consistently applied throughout the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) periods presented without modification of the Company and its Subsidiaries accounting principles used in the preparation thereof throughout the periods presented. (e) In order to cooperate reasonably with Parent to obtain access to information concerning facilitate the Company and its Subsidiariesresolution of any claims made by or against or incurred by Seller, as the case may be, except that nothing herein shall require the Company Target Companies or any of its Subsidiaries to disclose their respective affiliates or for any information that would cause a violation of any agreement to which other reasonable purpose, for the seven (7) year period commencing on the Closing Date, the Company (or any its successor) will provide Seller and its authorized representatives during normal business hours reasonable access (including the right to make photocopies) to all books and records of its Subsidiaries is a party the Target Companies (or would cause a risk of a loss of privilege their successors) and other written information with respect to the Target Companies (or their successors) as Seller may from time to time reasonably request. The Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) agrees that it shall be conducted in such manner as not to interfere unreasonably with the conduct preserve and keep all material books and records of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" Target Companies relating to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided period prior to the date Closing for a period of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with at least seven (7) years from the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyClosing Date.

Access to Information. (a) From the date hereof until and including the Effective Time and Closing Date, subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the requirements Company Group by third parties that may be in the Company Group’s possession from time to time, and except for any information which in the opinion of applicable Lawslegal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure, the Company shall Group shall, to the best of its ability, (i) provide continue to Parentgive the Purchaser Parties, its counsel, financial advisors, auditors their legal counsel and other authorized representatives reasonable full access during normal business hours to the offices, properties, books properties and records of the Company Books and its SubsidiariesRecords, (ii) furnish to Parent, its counsel, financial advisors, auditors the Purchaser Parties and their legal counsel and other authorized representatives such financial and operating data and other information relating to the Business as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct cause the employees, legal counsel, financial advisors, auditors accountants and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries Group to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as Purchaser Parties in their investigation of the case may be, except Business; provided that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information no investigation pursuant to this Section 5.2(a(or any investigation prior to the date hereof) shall affect any representation or warranty given by the Company Group and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of the Company Group. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. (b) From the date hereof until and including the Closing Date, subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Purchaser Parties by third parties that may be in the Purchaser Parties’ possession from time to time, and except for any information which in the opinion of legal counsel of the Parent would result in the loss of attorney-client privilege or other privilege from disclosure, the Purchaser Parties shall, to the best of their ability, (i) continue to give the Company Group, its legal counsel and other representatives full access to the offices, properties and Books and Records, (ii) furnish to the Company Group and their legal counsel and other representatives such information relating to its business as such Persons may request and (iii) cause the employees, legal counsel, accountants and representatives of the Purchaser Parties to cooperate with the Company Group in their investigation of the Purchaser Parties’ business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given by the Purchaser Parties and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesPurchaser Parties. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Company.

Access to Information. (a) From the date hereof until the Effective Time Closing, Seller shall, and subject shall cause its Controlled Affiliates (including the Acquired Entity) to, (a) afford Buyer and its Representatives and its Debt Financing Sources reasonable access to and the right to inspect all of the real property, properties, assets, premises, books and records, Assigned Contracts and other documents and data related to the requirements of applicable LawsBusiness, the Company shall Acquired Entity, Purchased Assets and Assumed Liabilities; (ib) provide to Parentfurnish Buyer and its Representatives with such financial, its counsel, financial advisors, auditors operating and other authorized representatives reasonable access data and information related to the Business, Acquired Entity, Purchased Assets or Assumed Liabilities as Buyer or any of its Representatives and its Debt Financing Sources may reasonably request; and (c) instruct the Representatives of Seller and its Controlled Affiliates (including the Acquired Entity) to cooperate with Buyer in its investigation of the Business, Acquired Entity, Purchased Assets and Assumed Liabilities; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the offices, properties, books supervision of Seller’s personnel and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business Business or any other businesses of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" Seller. Notwithstanding anything to the extent such information would be considered "Confidential Information," contrary in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality this Agreement, dated as of February 10Seller shall not be required to disclose any information to Buyer if such disclosure would, 2007in Seller’s sole discretion: (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids; provided, that Parent (i) Seller agrees to, or shall cause its Controlled Affiliates (including the Acquired Entity) to, provide notice to Buyer if any information is being withheld on such basis and (ii) Seller or its Controlled Affiliates (including the Acquired Entity) shall use commercially reasonable efforts to provide any such information in a manner that would not result in the disclosure of privileged information or information that would result in competitive harm or violation of Law or contractual obligations and shall, to the extent legally permissible and reasonably practicable, make appropriate substitute arrangements under the circumstances described in foregoing clauses (x) through (y). Prior to the Closing, without the prior written consent of Seller, which may be entitled withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Business (other than in the ordinary course of business and unrelated to share such Confidential Information with the parties providing the Financingtransactions contemplated by this Agreement). Buyer shall, prospective co-investors or limited partners of the members of Parent; provided furtherand shall cause its Representatives to, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound abide by the confidentiality provisions terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.5. Notwithstanding anything to the contrary contained herein, Buyer shall execute their own confidentiality agreements be permitted to disclose Evaluation Material (as defined in the Confidentiality Agreement) to Buyer’s prospective Debt Financing Sources, subject to and in accordance with the Companyterms set forth in the Confidentiality Agreement. The parties hereto agree that, in connection with the transfer or other Processing of Personal Information, each party shall materially comply with its respective obligations under any applicable Privacy Laws.

Access to Information. (a) From Upon reasonable notice and subject to applicable laws relating to the date hereof until exchange of information, Target shall afford to the officers, employees, accountants, counsel and other representatives of Parent or Acquiror, reasonable access, during normal business hours during the period prior to the Effective Time Time, to all of Target’s properties, books, contracts, commitments and subject records and, during such period, Target shall make available to Parent or Acquiror (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which Target is not permitted to disclose under applicable Laws, the Company shall (ilaw) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning Target’s business, properties and personnel as such persons Parent or Acquiror may reasonably request (including, request. Target shall not be required to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain provide access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that where such access or disclosure would cause a violation violate or prejudice the rights of any agreement Target’s customers, jeopardize the attorney-client privilege attached to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseor contravene any law, as such term is used inrule, and shall be treated in accordance withregulation, the Confidentiality Agreementorder, dated as of February 10judgment, 2007decree, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) The Mutual Non-Disclosure and Confidentiality Agreement dated as of November 10, 2014, entered into by and between Parent and Target (the “Confidentiality Agreement”) will remain in full force and effect following the date of this Agreement, whether or not the Merger occurs, in accordance with the terms thereof; provided, that however, that, effective as of the Effective Time, all confidential information of Target will be deemed to be “Confidential Information” of Parent shall and will be entitled subject to share such Confidential Information with the protections set forth therein for the benefit of Parent. (c) No investigation by any of the parties providing or their respective representatives pursuant to this Section 6.2 shall affect the Financing, prospective co-investors or limited partners representations and warranties of the members of Parent; provided further, however, that any other party or parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyset forth herein.

Access to Information. (a) From Upon reasonable advance notice, between the date hereof until of this Agreement and the Effective Time and subject to the requirements of applicable LawsClosing Date, the Company shall (i) provide to Parentgive Holding, Acquisition Sub, its potential financing sources and its and their respective counsel, financial advisors, affiliates, auditors and other authorized representatives (collectively, “Acquiror’s Representatives”) reasonable access during normal business hours to the offices, properties, books and records (including all Tax Returns and other Tax-related information) of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives Acquiror’s Representatives such financial and operating data and other information (including all Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, counsel and financial advisors, auditors and other authorized representatives (other than nonemployee directors) advisors of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company Holding and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted Acquisition Sub in such manner as not to interfere unreasonably with the conduct their investigation of the business of the Company and its Subsidiaries. (b) Parent hereby agrees ; provided, however, that all information such access shall only be provided to it the extent that such access would not violate applicable laws or the terms of any Company Contract. Without limiting the foregoing, Holding, Acquisition Sub and the Acquiror’s Representatives shall be allowed to conduct a Phase I environmental investigation of the Company, its counselSubsidiaries and their properties (the “Environmental Investigation”), financial advisorsbut shall not be allowed, auditors absent the prior written approval of the Company, to perform any environmental sampling or analysis of the sort commonly referred to as a Phase II environmental investigation. The Company and other authorized representatives its Subsidiaries shall reasonably cooperate with Holding, Acquisition Sub and the Acquiror’s Representatives in connection with the Environmental Investigation, including, but not limited to, making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, its Subsidiaries and their properties and making available relevant documents related to such matters. Any information relating to the Company or its Subsidiaries made available pursuant to this Agreement and the consummation of the transactions contemplated hereby Section 5.3, shall be deemed to be "Confidential Information" subject to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, provisions of the Confidentiality Agreement, dated as of February 10June 28, 20072002, by and between the Company and Centerbridge Associates, L.P. K▇▇▇▇ (the "“Confidentiality Agreement") ”). Neither Holding nor Acquisition Sub shall, and Holding and Acquisition Sub shall cause each of the Acquiror’s Representatives not to, use any other confidentiality agreements entered into by co-investors in Parent had it been provided prior information acquired pursuant to this Section 5.3 for any purpose unrelated to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners consummation of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companytransactions contemplated hereby.

Access to Information. (a) From Progress Energy shall, and shall cause the date hereof until the Effective Time Group Companies to, afford to Investor and subject to the requirements of applicable Lawsits Representatives reasonable access, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives upon reasonable access notice during normal business hours during the period before the First Closing, to all the officespersonnel, properties, books books, contracts, commitments, records and records financial, operating and other data of the Company and its SubsidiariesGroup Companies and, (ii) during such period, shall furnish promptly to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of Investor any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Group Companies as Investor may reasonably request; provided that such access does not unreasonably interfere with the normal operations of any of the Group Companies. Nothing set forth in this Agreement shall require Progress Energy to, or to cause any Group Company to, (a) allow Investor and its SubsidiariesRepresentatives to, and Investor and its Representatives shall not, conduct any invasive environmental sampling, testing or investigation at any of the facilities or properties of the Group Companies without the prior written consent of Progress Energy (but the foregoing shall not preclude Investor from conducting any visual, non-invasive environmental site assessment or from receiving any other environmental information in the possession of and concerning the Group Companies as Investor may reasonably request), (b) provide Investor and its Representatives with any information regarding Progress Energy or its Affiliate’s businesses, assets, financial performance or condition or operations not involving the case may beGroup Companies, except (c) provide Investor and its Representatives any record or information relating to any joint, combined, consolidated or unitary Tax Return that nothing herein shall require the Company includes Duke or any of its Subsidiaries to disclose (other than the Group Companies) (or any supporting work papers or other documentation related thereto), so long as Investor receives a pro forma income Tax Return or comparable documentation or material Tax information that would cause a violation relates solely to the income and operations of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such (d) provide access to or disclose information pursuant where such access or disclosure would jeopardize any attorney-client privilege otherwise applicable with respect to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term or contravene any Law or binding agreement with any party that is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as not an Affiliate of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements Duke entered into by co-investors in Parent had it been provided prior to the date of this AgreementAgreement Date by the Company providing such information; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective coProgress Energy shall use its reasonable efforts to provide such access and disclose such information in a manner that would not jeopardize such attorney-investors client privilege or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement violate such Law or shall execute their own confidentiality agreements with the Companyagreement.

Access to Information. (a) From During the date hereof until the Effective Time and subject to the requirements of applicable LawsPre-Closing Period, the Seller shall, and shall cause its Affiliates (in respect of the Business), the Business, the Holding Companies and the Company shall Subsidiaries and its and their Representatives to, (i) provide to Parentgive the Purchaser and its Representatives (and any Debt Financing Sources and their Representatives), its counselupon reasonable advance written notice, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to (and copies of) the offices, properties, books and records (including work papers, schedules memoranda and other documents) and reasonable access to the personnel, Assets and other facilities and properties of or relating to the Business, Holding Companies or Company Subsidiaries as reasonably necessary for the transition of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, Business to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Purchaser or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby or by the Ancillary Agreements (including the Debt Financing and Estimated Closing Statement); provided that the Purchaser shall not be permitted to (A) access any IT and Data, IT Equipment or any data stored thereon nor (B) conduct any environmental sampling or physical analysis without the advance written consent of the Seller, which consent may be withheld, conditioned or delayed in the Seller’s sole discretion, and without executing a customary access agreement in respect thereto; and (ii) provide to the Purchaser copies of the monthly financial reporting package of the Business, Holding Companies and Company Subsidiaries that is provided to the Seller and its lenders in the Ordinary Course of Business as promptly as practicable, and in any event within 20 days of the end of a calendar month; provided that such monthly financial reporting packages shall be deemed to be "“Confidential Information" ” as such term is defined under the Confidentiality Agreement. Any such access shall be conducted (i) in a manner that complies with Section 6.03 and any applicable COVID-19 Measures and applicable Law, and (ii) during normal business hours in a manner that does not unreasonably interfere with the normal operations of the businesses of the Seller, the Holding Companies or the Company Subsidiaries. (b) Notwithstanding the foregoing, neither the Seller nor any of its Subsidiaries shall have any obligation to make available to the Purchaser or its Representatives, or provide the Purchaser or its Representatives with, (i) any consolidated, combined or unitary Tax Return filed by the Seller or any of its Affiliates (other than Tax Returns that include only the Holding Companies and Company Subsidiaries) or predecessors or any related material, or (ii) any information if making such information available would (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Law or legal obligation (including any confidentiality agreement to which the Seller or any of its Affiliates is a party) or (C) cause significant competitive harm to the Seller or its Affiliates if the transactions contemplated by this Agreement are not consummated; provided that, to the extent such information is not available to the Purchaser for a reason described in the foregoing clauses (ii)(A)-(ii)(C), the Seller shall reasonably cooperate with the Purchaser to find alternative methods to provide the Purchaser with such information in a manner that would not result in any of the outcomes described in the foregoing clauses (ii)(A)-(ii)(C). (c) During the Pre-Closing Period, without the prior written consent of the Seller (such consent not to be considered "Confidential Information," in each caseunreasonably withheld), as such term is used inPurchaser shall not, and shall be treated in accordance withcause its Affiliates and its Representatives not to, the Confidentiality Agreementcontact any known vendor, dated as of February 10supplier, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors landlord or limited partners customer of the members of ParentBusiness, Holding Companies or Company Subsidiaries concerning this Agreement and the Ancillary Agreements or the transactions contemplated hereby or thereby; provided further, however, that any parties providing this subclause (c) shall not prohibit contacts in the Financing, prospective co-investors Purchaser’s and its Affiliates’ Ordinary Course of Business. (d) No investigation or limited partners access to information by Purchaser of the members of Parent Seller, Business, Holding Companies, Company Subsidiaries or otherwise, pursuant to whom Parent provides Confidential Information shall agree this Section 6.02 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant, agreement, obligation or condition in writing to be bound by the confidentiality provisions of the Confidentiality this Agreement or shall execute their own confidentiality agreements with the Companyany Ancillary Agreement.

Access to Information. (a) From the date hereof until the Effective Time and subject to Applicable Law and the requirements of applicable Lawsconfidentiality agreement, dated June 17, 2016 (as amended), between the Company and Sponsor (as assignee) (the “Confidentiality Agreement”), the Company shall (ia) provide to give Parent, its counsel, financial advisors, auditors and other authorized representatives representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (iib) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing c) furnish to Parent the financial results of the Company in advance of any filing monthly financial, operating and Board reports generally prepared by the Company with on a regular basis promptly after such reports are delivered to the SEC containing such financial results)other recipients thereof, and (iiid) instruct the its employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; provided, that, without the Company’s prior written consent, Parent and its Representatives shall not be permitted to perform any invasive or destructive environmental sampling at any owned or leased real property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. Nothing in this Section 6.02(a) shall require the Company to provide any access, or to disclose any information (i) if providing such access or disclosing such information would violate Applicable Law (including antitrust and privacy laws) or (ii) protected by attorney-client privilege to the extent such privilege cannot be protected by the Company through exercise of its reasonable efforts. (b) Each of Parent hereby agrees that and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to hold, all information provided to it received from the other party, directly or its counselindirectly, financial advisorsin confidence in accordance with, auditors and other authorized representatives in connection with this Agreement shall otherwise abide by and be subject to, the consummation terms and conditions of the transactions contemplated hereby Confidentiality Agreement; provided, however, that (i) the definition of “Representatives” in the first paragraph of the Confidentiality Agreement shall be deemed to be "Confidential Information" include any potential debt or equity financing source of Parent or Merger Subsidiary (it being understood that notwithstanding anything in the Confidentiality Agreement to the extent contrary, Parent, Merger Subsidiary and their respective Representatives may disclose any information to prospective debt and equity financing sources in connection with the syndication and marketing of the Financing subject to receipt of customary confidentiality undertakings from such information would be considered "Confidential Information," in each case, as such term is used in, prospective debt and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement"equity financing sources) and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to (ii) the date second and sixth paragraphs of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions Section 2 of the Confidentiality Agreement and the restrictions set forth in Section 6 of the Confidentiality Agreement shall be inapplicable with respect to any of the transactions set forth in this Agreement or shall execute their own confidentiality agreements with the Companyany proposals, negotiations or arrangements by or on behalf of a party permitted by this Agreement (including in response to a notice pursuant to Section 6.03(f)).

Access to Information. (a) From the date hereof until the Effective Time and subject Notwithstanding anything to the requirements of applicable Lawscontrary contained in this Section 3.4, Section 2.3, or in any other Section hereof, the Company Servicer, on reasonable prior written notice (of not less than five (5) Business Days), shall (i) provide permit the Administrative Agent, the Indenture Trustee, the Advance Verification Agent, the MSR Valuation Agent, the Credit Manager or any agent or independent certified public accountants selected by the Indenture Trustee, during the Servicer’s normal business hours, and in a manner that does not unreasonably interfere with the Servicer’s conduct of its regular business, to Parentexamine all the books of account, its counselrecords, financial advisors, auditors reports and other authorized representatives reasonable access during normal business hours papers of the Servicer relating to the officesMortgage Loans, properties, books ▇▇▇▇▇▇ Mae Contract and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includingParticipation Certificates, to make copies and extracts therefrom, and to discuss the extent practicableServicer’s affairs, furnishing finances and accounts relating to Parent the financial results of Mortgage Loans, ▇▇▇▇▇▇ ▇▇▇ Contract and the Company in advance of any filing by the Company Participation Certificates with the SEC containing such financial results), Servicer’s officers and (iii) instruct the employees, counsel, financial advisors, auditors all at such times and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate as often as reasonably with Parent to obtain may be requested; provided that any such Person seeking access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information documentation pursuant to this Section 5.2(a3.4(a) shall be conducted in such manner as not to interfere unreasonably has agreed with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing Servicer to be bound by the any confidentiality provisions reasonably requested by the Servicer and shall upon request execute and deliver a separate confidentiality agreement memorializing such provisions. Unless an Event of Default that has not been waived in accordance with the terms hereof shall have occurred, any out-of-pocket costs and expenses incident to the exercise by the Indenture Trustee or any Noteholder of any right under this Section 3.4 shall be borne by the requesting Noteholder(s). The parties hereto acknowledge that the Indenture Trustee shall not exercise any right pursuant to this Section 3.4 prior to any event set forth in the preceding sentence unless directed to do so by a group of Interested Noteholders, and the Indenture Trustee has been provided with indemnity satisfactory to it by such Interested Noteholders. The Indenture Trustee shall have no liability for action or inaction in accordance with the preceding sentence. In the event that such rights are exercised following the occurrence of an Event of Default that has not been waived in accordance with the terms hereof and is continuing, all reasonable and customary out-of-pocket costs and expenses actually incurred by the Indenture Trustee shall be borne by PLS. Prior to any such payment, PLS shall be provided with commercially reasonable documentation of such costs and expenses. Notwithstanding anything contained in this Section 3.4 to the contrary, in no event shall the books of account, records, reports and other papers of PLS or the Issuer relating to the Mortgage Loans and the Participation Certificates be examined by independent certified public accountants at the direction of the Confidentiality Agreement Indenture Trustee or shall execute their own confidentiality agreements any Interested Noteholder pursuant to the exercise of any right under this Section 3.4 more than one time during any 12 month period at the expense of the Administrator, unless an Event of Default has occurred that has not been waived in accordance with the Companyterms hereof during such twelve-month period, in which case more than one examination may be conducted during a twelve-month period, but such extra audits shall be at the sole expense of the Noteholder(s) requesting such audit(s).

Access to Information. (a) From the date hereof until the Effective Time and subject to the requirements of applicable LawsClosing, upon reasonable notice, the Company Seller shall, and shall cause its officers, employees, agents, representatives, accountants and counsel to, (i) provide to Parent, afford the Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the offices, properties, properties and books and records of the Company and its Subsidiaries, (ii) furnish to Parentthe officers, its counselemployees, financial advisors, auditors and other authorized representatives agents and Representatives of the Purchaser such additional financial and operating data and other information regarding the Company (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such persons may reasonably request (includingaccess or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. Notwithstanding anything to the extent practicablecontrary in this Agreement, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein Seller shall require the Company or any of its Subsidiaries not be required to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall Purchaser if such disclosure would reasonably be conducted in such manner as not to interfere unreasonably with the conduct expected to, based on advice of the business of Company’s legal counsel, (x) violate any attorney client or other legal privilege or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company date hereof, including data privacy and its Subsidiariesprotection Laws applicable to employee personal information. (b) Parent hereby agrees that all information provided In order to it facilitate the resolution of any claims made against or its counselincurred by the Seller relating to the Company, financial advisorsfor a period of seven (7) years after the Closing or the relevant period for the statute of limitations, auditors the Purchaser shall (i) retain the books and other authorized representatives in connection with this Agreement and the consummation records of the transactions contemplated hereby shall be deemed Company relating to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided periods prior to the date Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of this Agreementthe Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that the Purchaser shall notify the Seller at least twenty (20) Business Days in advance of destroying any parties providing such books and records in order to provide the FinancingSeller the opportunity to copy such books and records in accordance with this Section 5.02(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Company, prospective co-investors for a period of seven (7) years after the Closing or limited partners the relevant period for the statute of limitations, the Seller shall (i) retain the books and records of the members of Parent Company relating to whom Parent provides Confidential Information periods prior to the Closing which shall agree in writing not otherwise have been delivered to be bound by the confidentiality provisions Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Confidentiality Agreement or Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall execute their own confidentiality agreements notify the Purchaser at least twenty (20) Business Days in advance of destroying any such books and records in order to provide the Purchaser the opportunity to copy such books and records in accordance with the Companythis Section 5.02(c).

Access to Information. (a) From Subject to applicable Law, during the date hereof until the Effective Time and subject to the requirements of applicable LawsPre-Closing Period, the Company shall afford Acquiror and its Representatives reasonable access to, upon reasonable notice during business hours, (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to all of the officesassets, properties, books Books and records Records and Contracts of the Company and its SubsidiariesCompany, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information as such persons may reasonably request concerning the business, assets, properties and personnel (including, subject to the extent practicable, furnishing to Parent the financial results restrictions imposed by Law) of the Company in advance of any filing by the Company with the SEC containing such financial results)as Acquiror may reasonably request, and (iii) instruct the employeesall Employees, counselcustomers, financial advisors, auditors and other authorized representatives (other than nonemployee directors) suppliers of the Company as identified by Acquiror; provided that any such access or furnishing of information shall be conducted at Acquiror’s expense, under the supervision of personnel of the Company in compliance with and subject to the Company’s health, safety and security requirements, recommendations or policies (including relating to the COVID-19 Measures). The Company agrees to provide to Acquiror and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company accountants, counsel and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any other Representatives copies of its Subsidiaries internal financial statements (including Tax Returns and supporting documentation) promptly upon request (subject to disclose their entry into customary access letters if requested by auditors). No information or knowledge obtained in any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information investigation conducted pursuant to this Section 5.2(a) 7.10 or otherwise shall affect or be deemed to qualify, limit, waive, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Mergers in accordance with the terms and provisions of this Agreement, or the rights of Acquiror under or arising out of a breach of this Agreement. Notwithstanding the foregoing, any investigation pursuant to this Section 7.10 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all the Company shall not have any obligation to provide any access or information provided to it if providing such access or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between cause the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and to waive any attorney-client privilege or other legal privilege or breach any confidentiality agreements agreement with a third party entered into by co-investors in Parent had it been provided prior to the date of Agreement Date. All information exchanged pursuant to this Agreement; provided, that Parent Section 7.10 shall be entitled subject to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyNon-Disclosure Agreement.

Access to Information. (a) From Upon reasonable notice, Peoples shall (and shall cause its Subsidiaries to) afford to the date hereof until representatives of Summit, reasonable access, during normal business hours during the period prior to the Effective Time Time, to all its properties, books, contracts and subject records and, during such period, Peoples shall (and shall cause its Subsidiaries to) make available to Summit (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of applicable Lawsfederal or state securities laws, federal or state banking laws or the Company shall rules and regulations of self-regulatory organizations (iother than reports or documents that such Party is not permitted to disclose under Applicable Legal Requirements) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning its business, properties and personnel as such persons Summit may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or request. Neither Peoples nor any of its Subsidiaries shall be required to provide access to or to disclose any information that where such access or disclosure would cause a violation of any agreement to which violate or prejudice the Company or any rights of its Subsidiaries is a party or would cause a risk of a loss of customers, jeopardize the attorney-client privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business institution in possession or control of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseor contravene any law, as such term is used inrule, and shall be treated in accordance withregulation, the Confidentiality Agreementorder, dated as of February 10judgment, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements decree or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent . The Parties shall be entitled to share such Confidential Information with make appropriate substitute disclosure arrangements where reasonably permitted under Applicable Legal Requirements under circumstances in which the parties providing the Financing, prospective co-investors or limited partners restrictions of the members preceding sentence apply. (b) As soon as practicable after the end of Parent; provided furthereach month, howeverPeoples will deliver to Summit in electronic form (i) the monthly deposit and loan trial balances of First Peoples Bank, (ii) the monthly analysis of First Peoples Bank’s investment portfolio, and (iii) the monthly balance sheet and income statement of Peoples and its Subsidiaries. (c) The Parties shall hold any such information that any parties providing is nonpublic in confidence to the Financingextent required by, prospective co-investors or limited partners of and in accordance with, the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the agreement, dated as of March 29, 2018, between Peoples and Summit and as modified by that letter agreement dated as of June 27, 2018 (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect until immediately following the Effective Time. (d) No such investigation by Summit shall affect the representations and warranties of any Party expressly made in this Agreement. (e) Peoples shall permit, and shall cause its Subsidiaries to permit, Summit and/or an environmental consulting firm selected by Summit, at the sole expense of Summit, to conduct such phase I and/or phase II environmental audits, studies and tests on real property currently or formerly owned, leased or operated by Peoples or any of its Subsidiaries. In the event any subsurface or phase II site assessments are conducted (which assessments shall execute be at Summit’s sole expense), Summit shall indemnify Peoples and its Subsidiaries for all costs and expenses associated with returning the property to its previous condition. (f) Upon Summit’s request, Peoples and First Peoples Bank shall provide board packages and notices of board meetings to the Chief Executive Officer of Summit simultaneously with their own confidentiality agreements submission to Peoples and First Peoples Bank board members, provided that information relating to Peoples and First Peoples Bank that would or could reasonably be expected to violate applicable law, regulation or orders, decrees or determinations of a Governmental Entity (together, “Peoples Board Confidential Matters”) may be excluded therefrom. Peoples and First Peoples Bank shall promptly provide the Chief Executive Officer of Summit with copies of the Companyminutes of all regular and special meetings of the board of directors of Peoples and First Peoples Bank and minutes of all regular and special meetings of any board or senior management committee of First Peoples Bank held on or after the date of this Agreement (except Peoples Board Confidential Matters).

Access to Information. (a) From the date hereof until the Effective Time and subject of this Agreement to the requirements earlier of applicable Lawsthe Closing or the date, the Company shall if any, on which this Agreement is terminated pursuant to Section 6.1, Seller will, and will cause Apco and Northwest to, and will use reasonable best efforts to cause Apco Argentina to, provide to Purchaser and its authorized Representatives (i) provide to Parentupon reasonable notice, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the officesSellers’ and Apco’s and Apco’s Subsidiaries’ and Northwest’s employees, properties, books books, Contracts and records (including Tax Returns, Tax correspondence, Tax work papers, Tax advice, correspondence with taxing authorities (including any assessments of Tax)), passwords of all platforms and information systems, access to all electronic data repositories, including backups, service and maintenance Contracts, and related licenses, as Purchaser may reasonably request and (ii) such reasonably available financial and operating information of Apco, Northwest and their respective Subsidiaries as Purchaser may reasonably request. From the date of this Agreement to the earlier of (x) the later of March 31, 2015 and the date that is three months after the Closing and (y) the date, if any, on which this Agreement is terminated pursuant to Section 6.1, Seller will reasonably assist Purchaser the transition and migration to Purchaser of all the information and documentation stored by Seller and pertaining to Apco, Apco’s Subsidiaries and Northwest, including information concerning administrative, accounting, reporting, planning, financial, tax and information technology activities. Notwithstanding the foregoing, Seller shall not be required to provide access to, or cause Apco or Northwest to, or use reasonable best efforts to cause Apco Argentina to, provide access to, or disclose any information or documents to the extent that such access would (in the reasonable judgment of the Company and its SubsidiariesSeller) (i) constitute a waiver of the attorney-client, work-product or other doctrine or privilege held by the Seller or any of Apco, Northwest or Apco Argentina, (ii) furnish to Parentviolate any Contract of Seller or any of Apco, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Northwest or Apco Argentina in effect as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company date hereof with the SEC containing such financial results)respect to confidentiality or privacy, and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to materially interfere unreasonably with the conduct of the business of Seller or any of Apco, Northwest or Apco Argentina or its or their Affiliates or (iv) violate any Laws relating to the Company exchange of information or otherwise; provided, that in the case of clauses (i) and (iv) each party shall use its Subsidiariesreasonable best efforts to obtain any required consents and take such other action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) to permit such access or disclosure; provided further, that in the case of clause (ii) Seller shall use reasonable best efforts to obtain a waiver from the counterparty to any such Contract so as to allow Seller to provide access to or furnish the relevant information. (b) Parent hereby agrees Upon request by Purchaser, Seller shall negotiate in good faith with Purchaser regarding an agreement for the provision of services by Purchaser to Apco and its Subsidiaries following Closing through the later of (i) March 31, 2015 and (ii) the date that all information is three months after the Closing; provided that Purchaser may terminate the agreement prior to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby such date. The agreement shall be deemed on substantially similar terms to be "Confidential Information" to those set forth in the extent such information would be considered "Confidential Information," in each case, as such term is used in, Amended and shall be treated in accordance with, the Confidentiality Restated Administrative Services Agreement, dated as of February 10May 7, 20072013, between the Company Apco and Centerbridge Associates, L.P. Seller (the "Confidentiality “Administrative Services Agreement"”) and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date compensation for the provision of this Agreement; provided, that Parent such services shall be entitled to share such Confidential Information with on the parties providing same terms as those set forth in the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyAdministrative Services Agreement.

Access to Information. (a) From Subject to the last sentence of this Section 6.04, from the date hereof until the Effective Time and subject to Applicable Law and the requirements of applicable LawsConfidentiality Agreement, upon reasonable written prior notice, the Company shall (i) provide give to Parent, its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during normal business hours to the personnel, offices, properties, books and records (including Tax records) of the Company and its the Company Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the its employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information Any investigation pursuant to this Section 5.2(a) 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its the Company Subsidiaries. (b) Parent hereby agrees that all . No information provided or knowledge obtained in any investigation pursuant to it this Section 6.04 shall affect or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the extent contrary, under no circumstances shall the Company, the Company Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any of the Company Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of the Company Subsidiaries, or where such access to information would reasonably be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, expected to involve the Confidentiality Agreement, dated as waiver of February 10, 2007, between any attorney-client privilege; provided that the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in will inform Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners general nature of the members of document or information being withheld and reasonably cooperate with Parent to whom Parent provides Confidential Information shall agree provide such document or information in writing to be bound by a manner that would not result in a violation of Law or any such contractual restraint or the confidentiality provisions loss or waiver of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companysuch privilege.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time Closing Date, upon reasonable prior notice Seller shall, and subject shall cause its Subsidiaries and Representatives to the requirements of applicable Laws, the Company shall (i) afford to Purchaser and its Representatives - 51 - reasonable access, during normal business hours, to Leased Real Property and the books and records described in Section 2.01(a)(xiii) at the sole risk of the Purchaser and shall make the officers and employees of the Seller Group available to Purchaser and its Representatives as Purchaser and its Representatives shall from time to time reasonably request, and (ii) furnish to Purchaser and its Representatives such information regarding the Distribution Business, Purchased Entities, Purchased Assets and Assumed Liabilities as Purchaser may from time to time reasonably request, in each case, for the purpose of consummating the Transactions; it being understood and agreed by the Parties that information received pursuant to this Section 5.02 may be shared by the Purchaser, their Affiliates and their respective Representatives with any Debt Financing Source and/or actual or prospective Debt Financing Sources in connection with any Debt Financing provided that such actual or prospective Debt Financing Sources are bound to the confidentiality obligations set forth in the Confidentiality Agreement as “Representatives” of Purchaser thereunder; provided, however, that (A) in no event shall Seller be obligated to provide any bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to Parentthose contemplated by this Agreement or any information or analysis relating to any such communications, (B) prior to Closing, Purchaser shall not undertake, or permit or cause any Person to undertake, the taking of soil, groundwater, surface water, sediment, soil gas, indoor or outdoor air or building material samples or other invasive testing on any Leased Real Property, (C) such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller Group and (D) in no event shall Seller be required to create any new materials or information or furnish any information in any format other than as used in Seller’s Ordinary Course of Business. Prior to the Closing, without obtaining the prior written consent of Seller (not to be unreasonably withheld or conditioned), Purchaser shall not, and shall cause its counselRepresentatives not to, financial advisorscontact or engage in any discussions or otherwise communicate with, auditors any customers or suppliers of the Distribution Business known to the Purchaser as such, regarding any of the transactions contemplated herein. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Purchaser if such disclosure would, in Seller’s reasonable discretion: (y) jeopardize any attorney-client or other privilege, or (z) contravene any applicable Law. (b) From and other authorized representatives after the Closing Date, (i) upon reasonable access prior notice that specifically identifies applicable Excluded Assets, Purchaser shall, and shall cause its Subsidiaries and its Representatives to afford the Seller Group reasonable access, during normal business hours and in accordance with reasonable procedures established by Purchaser, to the Leased Real Property to remove any Excluded Assets from the premises at the sole risk of Seller; provided, that such access shall not unreasonably interfere with the businesses or operations of the Purchaser or its Subsidiaries and (ii) upon reasonable prior notice that specifically identifies applicable Purchased Assets, Seller shall, and shall cause its controlled Affiliates and its and their employees to afford Purchaser and its Subsidiaries reasonable access, during normal business hours and in accordance with reasonable procedures established by Seller, to real property owned or leased by Seller or any of its controlled Affiliates at the sole risk of Purchaser (and provided that Purchaser shall indemnify Seller for any damage caused directly by such access by Purchaser or its Subsidiaries) to remove such specified Purchased Assets from the premises; provided, however, that such access shall not unreasonably interfere with any of the businesses or operations of Seller or its controlled Affiliates. (c) In addition to the provisions of Section 5.03, from and after the Closing Date, in connection with any reasonable business purpose (including the preparation of Tax Returns, claims relating to Excluded Liabilities or Assumed Liabilities (as applicable), the preparation of financial statements, United States Securities and Exchange Commission reporting obligations, or the determination of any matter relating to the rights or obligations of the Seller Group or Purchaser and its Affiliates, as applicable, under any of the Transaction Agreements), upon reasonable prior notice, and except as reasonably determined by Purchaser or Seller, as applicable, in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve the attorney-client privilege, or (iii) comply with any contractual confidentiality obligations, each Party shall, and shall cause its Subsidiaries and its Representatives to, (A) afford the other Party and - 52 - its Subsidiaries and Representatives reasonable access, during normal business hours, to its and its Subsidiaries’ offices, properties, books and records in respect of the Company Distribution Business and the Purchased Assets (and related Liabilities) solely to the extent related to any period prior to Closing and (B) make available to the other Party and its Subsidiaries and Representatives those of its and its Subsidiaries’ employees whose assistance, (ii) furnish expertise, testimony, notes and recollections or presence are necessary to Parentassist the other Party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results Subsidiaries or their respective Representatives in connection with its inquiries for any of the Company purposes referred to above, including the presence of such Persons as witnesses in advance of any filing by the Company hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) business or operations of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company Purchaser or any of its Subsidiaries Affiliates (with respect to disclose any information that would cause a violation of any agreement to which the Company access afforded by Purchaser and its Subsidiaries) or Seller or any of its Subsidiaries is a party or would cause a risk of a loss of privilege Affiliates (with respect to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company afforded by Seller and its Subsidiaries) and the Party receiving such access shall reimburse the Party affording such access for any costs and expenses reasonably incurred in connection with such access or availability of personnel and indemnify the Party affording such access for any damage caused directly by such access. (bd) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives Notwithstanding anything in connection with this Agreement and to the consummation of contrary, Seller shall not be required, prior to the transactions contemplated hereby shall be deemed to be "Confidential Information" Closing (or, after the Closing, other than as specifically provided herein or to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior related to the date of this Purchased Assets, Assumed Liabilities or the Distribution Business or in any Ancillary Agreement; provided), that Parent shall be entitled to share such Confidential Information with disclose, or cause or seek to cause the parties providing the Financingdisclosure of, prospective co-investors to Purchaser or limited partners its Affiliates or its or their Representatives any confidential information of the members of Parent; provided furtherSeller Group relating to trade secrets, howeverproprietary know-how, that any parties providing processes or patent, trademark, trade name, service mark or copyright applications or product development, or pricing and marketing plans, nor shall Seller be required to permit or cause others to permit Purchaser or its Affiliates or Representatives to have access to or to copy or remove from the Financing, prospective co-investors offices or limited partners properties of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement Seller Group any documents, drawings or shall execute their own confidentiality agreements with the Companyother materials that might reveal any such confidential information.

Access to Information. (a) From the date hereof until the Effective Time Time, upon reasonable prior written notice, during regular business hours and subject to Applicable Law and the requirements of applicable LawsConfidentiality Agreement dated October 29, 2008 between the Company and Parent, as amended on November 5, 2008 (the “Confidentiality Agreement”), the Company shall (ia) provide to give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its SubsidiariesSubsidiaries (including access to perform physical examinations and to take radiation samples) as Parent may reasonably request, (iib) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons Persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)request, and (iiic) instruct the employeesmanagement, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning in its reasonable investigation of the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information Any investigation pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. . No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Nothing in this Section 7.03 shall require the Company (bi) Parent hereby agrees to permit any inspection, or to disclose any information , that all in the reasonable judgment of the Company would result in the disclosure of any trade secrets of Third Parties or violate any of the Company’s obligations with respect to confidentiality, (ii) to disclose any privileged information provided to it of the Company or its counselSubsidiaries or (iii) to disclose any information the disclosure of which could, financial advisorsin the reasonable judgment of the company, auditors and other authorized representatives in connection with this Agreement and cause competitive harm to the consummation of Company if the transactions contemplated hereby are not consummated. In no event shall the Company be required to supply pursuant to this Section 7.03 to Parent, or Parent’s representatives, any information relating to indications of interest from, or discussions with, any potential acquirers of the Company, with respect to which Section 7.04 shall apply. All requests for access to the offices or books and records of the Company or its Subsidiaries shall be deemed made to be "Confidential Information" to such representatives of the extent such information would be considered "Confidential Information," in each caseCompany as the Company shall designate, as such term is used in, and who shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company solely responsible for coordinating all such requests and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyall access permitted hereunder.

Access to Information. (a) From the date hereof until the Effective Time earlier of the Closing or the termination of this Agreement pursuant to Article X, upon advance reasonable notice, Seller and subject to the requirements of applicable Lawsits officers, the Company directors, employees, agents, representatives, accountants and counsel shall (i) provide to Parent, afford Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, employees and books and records of the Company and its SubsidiariesAcquired Companies; provided, (ii) furnish to Parenthowever, its counsel, financial advisors, auditors and other authorized representatives that any such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted during normal business hours, under the supervision of the Acquired Companies’ personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business Business. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies and Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s sole and absolute discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege, or (iii) contravene any applicable Law (including, but not limited to, any Antitrust Laws), fiduciary duty or agreement; provided, however, that Seller shall provide prompt notice of such access restriction to Buyer and shall use its commercially reasonable efforts to communicate the Company and its Subsidiariesapplicable information in a way that would not jeopardize any attorney-client or other legal privilege or contravene any applicable Law, whether through establishment of a “clean room” or otherwise. (b) Parent hereby Nothing provided to Buyer pursuant to Section 6.02(a) shall in any way amend or diminish Buyer’s obligations under the non-disclosure agreement between Seller and Buyer dated as of March 31, 2020 (the “Non-Disclosure Agreement”). Buyer acknowledges and agrees that all any information provided to it Buyer pursuant to Section 6.02(a) or its counselotherwise by Seller, financial advisorsthe Acquired Companies or any officer, auditors director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and other authorized representatives conditions of the Non-Disclosure Agreement. The terms of the Non-Disclosure Agreement are hereby incorporated herein by reference and shall continue in connection with this full force and effect until the Closing, at which time such Non-Disclosure Agreement and the consummation obligations of the transactions contemplated hereby Buyer under this Section 6.02(b) shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreementterminate; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective coNon-investors or limited partners Disclosure Agreement shall terminate only in respect of that portion of the members information furnished to Buyer relating to the Acquired Companies. If this Agreement is, for any reason, terminated prior to the Closing, the Non-Disclosure Agreement shall nonetheless continue in full force and effect. (c) Without limiting the obligations of Parent Seller set forth in Section 6.02(a) and Section 6.02(b) above, from and after the date hereof, Seller shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to whom Parent provides Confidential Information shall agree grant Buyer and its advisors and its potential providers of Debt Financing (and their respective advisors) customary assistance and cooperation that is reasonably requested by Buyer in writing to be bound connection with its Debt Financing including by the confidentiality provisions providing Buyer and potential providers of the Confidentiality Agreement or shall execute their own confidentiality agreements Debt Financing with such documents and information as is reasonably requested by Buyer and its potential providers of Debt Financing to conduct any know-your client process reasonably required in respect of the Acquired Companies; and facilitating the structuring and preparation of a collateral package in connection with the CompanyDebt Financing.

Access to Information. (a) From Subject to any applicable COVID-19 Measures, during the date hereof until the Effective Time Interim Period, Seller shall, and subject shall cause its Affiliates to, afford to the requirements of applicable Laws, the Company shall (i) provide to ParentPurchaser, its counselAffiliates and their respective directors, financial advisorsofficers, auditors and other authorized representatives employees, representatives, agents or consultants (including any surveyor), reasonable access access, upon reasonable notice during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (includinghours, to the extent practicableFacility, furnishing the Business, the Leased Real Property, the Books and Records, and the directors, officers, employees or representatives of Seller and its Affiliates related to Parent the financial results Facility and the Business; provided, however, that such access shall not be construed to include any right to conduct any sampling or testing of environmental media without the prior written consent of Seller; provided, further, that Purchaser shall abide by Seller’s environmental, health and safety rules and operating policies (including the execution and delivery of any documentation or paperwork (e.g., boarding agreements or liability releases) with respect to Purchaser’s access) while conducting any of the Company in advance of any filing by activities contemplated hereunder. Notwithstanding the Company with the SEC containing such financial results)foregoing, and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company Seller and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein Affiliates shall require the Company or any of its Subsidiaries not be required to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to under this Section 5.2(a5.4(a) if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Law; provided that, in each such case, Seller shall, and shall be conducted cause its Affiliates to, use commercially reasonable efforts to put in place an arrangement to permit such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesdisclosure without jeopardizing such privilege or violating such Law. (b) Parent hereby agrees that all information provided to it or its counsel(i) PURCHASER, financial advisorsITS AFFILIATES, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseAND ITS AND THEIR RESPECTIVE REPRESENTATIVES, as such term is used inAS APPLICABLE, and shall be treated in accordance withWAIVE AND RELEASE ALL DAMAGES AGAINST SELLER AND ITS AFFILIATES AND REPRESENTATIVES FROM, the Confidentiality AgreementAND (ii) PURCHASER SHALL INDEMNIFY, dated as of February 10DEFEND AND HOLD HARMLESS SELLER AND ITS AFFILIATES AND REPRESENTATIVES FROM AND AGAINST ALL DAMAGES TO SELLER, 2007ITS AFFILIATES, between the Company and Centerbridge AssociatesITS EMPLOYEES AND ITS REPRESENTATIVES (INCLUDING DAMAGES ACTUALLY INCURRED BY SELLER AND OWING TO CORNERSTONE CHEMICAL COMPANY AS A RESULT OF AGREEMENTS BETWEEN SELLER AND CORNERSTONE CHEMICAL COMPANY) RESULTING FROM OR RELATING TO THE ACTIVITIES OF PURCHASER, L.P. ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES UNDER THIS SECTION 5.4 IN CONNECTION WITH PHYSICAL ACCESS OF ANY SUCH REPRESENTATIVES TO THE FACILITY DURING THE INTERIM PERIOD; PROVIDED, THAT SUCH LIABILITY DOES NOT RELEASE SELLER, ITS AFFILIATES, AND ITS REPRESENTATIVES FROM ANY CLAIMS (the "Confidentiality Agreement"INCLUDING CLAIMS FOR CONTRIBUTION OR INDEMNITY) and any other confidentiality agreements entered into by coTO THE EXTENT THAT SUCH DAMAGE ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PURCHASER'S FOREGOING RELEASE OF SELLER AND ITS AFFILIATES AND REPRESENTATIVES AND PURCHASER'S FOREGOING INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY DAMAGES, LOSSES OR CLAIMS ARISING FROM THE DISCOVERY OF ANY PRE-investors in Parent had it been provided prior to the date of this Agreement; providedEXISTING CONDITION OF THE SITE, that Parent shall be entitled to share such Confidential Information with the parties providing the FinancingINCLUDING ANY ENVIRONMENTAL CONDITIONS, prospective coUNLESS AND TO THE EXTENT THE ACTIVITIES OF PURCHASER EXACERBATE SUCH PRE-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyEXISTING CONDITION. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT UNTIL THE APPLICABLE STATUTE OF LIMITATIONS FOR ANY CLAIMS THAT COULD ARISE AS A RESULT OF ACTIVITIES TAKEN BY PURCHASER AND ITS REPRESENTATIVES PURSUANT TO THIS SECTION 5.4 BARS SUCH CLAIMS.

Access to Information. (a) From Pending Closing, WCG shall at all reasonable times and upon reasonable prior notice during regular business hours make appropriate members of its management team available for questions related to the date hereof until properties, assets, books and records pertaining to the Effective Time Acquired Entities, the Acquired Interests, the Business or the Projects which shall be reasonably available for examination and review by Purchaser and its Representatives; provided, however, Purchaser’s inspections and examinations shall not unreasonably disrupt the normal operations of WCG, the Seller Parties, the Acquired Entities or the Projects, shall be subject to WCG’s and the requirements Acquired Entities’ safety and security procedures and shall be at Purchaser’s sole cost and expense; and provided, further, that neither Purchaser, nor any of applicable Lawsits Affiliates or Representatives, shall access the Company shall (i) provide to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours Project sites or conduct any intrusive environmental site assessment or activities with respect to the officesAcquired Entities or its properties without the prior written consent of WCG (such consent not to be unreasonably withheld, delayed or denied). For the period ninety (90) days subsequent to Closing, WCG shall make available during regular business hours, those employees responsible for providing accounting services to the Acquired Entities, and, at Purchaser’s request, facilitate discussions with the Acquired Entities’ independent auditors, in each case for the purpose of answering questions related to the properties, assets, Taxes, and books and records of the Company and its SubsidiariesAcquired Entities. WCG shall not, (ii) furnish however, be required to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of incur any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives costs in connection with this Agreement and the consummation provision of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound services by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the CompanyAcquired Entities’ independent auditors.

Access to Information. Each of Public Company and Merger Partner shall (aand Public Company shall cause its Subsidiaries to) From the date hereof until the Effective Time and subject afford to the requirements of applicable Lawsother party’s officers, the Company shall (i) provide to Parentemployees, its counselaccountants, financial advisors, auditors counsel and other authorized representatives representatives, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and Public Company shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its business, properties, books assets and records of personnel as the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons party may reasonably request (including, to the extent practicable, furnishing to Parent the financial results in furtherance of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the Merger, the Concurrent Financing, or the other transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that a party may restrict the foregoing access to the extent that (a) any parties providing applicable Law requires such restriction, (b) such access would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege, or (c) such access would be in breach of any confidentiality obligation or similar obligation. Each of Public Company and Merger Partner will (and Public Company will cause its Subsidiaries to) hold any such information which is nonpublic in confidence in accordance with the Financing, prospective co-investors Confidentiality Agreement. No information or limited partners knowledge obtained in any investigation pursuant to this Section 6.3 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the members parties to consummate the Merger. Any information obtained pursuant to the access contemplated by this Section 6.3 shall be subject to the Confidentiality Agreement. Any access to any facilities of Parent Merger Partner, Public Company, or any of their Subsidiaries, shall be subject to whom Parent provides Confidential Information the reasonable security measures and insurance requirements of Merger Partner, Public Company, or any of their Subsidiaries, as applicable, and shall agree in writing not include the right to be bound by perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Without limiting the confidentiality provisions generality of the Confidentiality foregoing, from the date of this Agreement until the Effective Time, each of Public Company and Merger Partner shall promptly provide the other party with copies of any material notice, report or shall execute their own confidentiality agreements other document received from any Governmental Entity in connection with the CompanyMerger or any of the transactions contemplated by this Agreement.

Access to Information. (a) From the date hereof until the Effective Time Subject to applicable law and subject to the requirements terms and conditions of applicable Lawsthe Confidentiality Agreement dated March 23, 2000 between the Company and Parent (the "Confidentiality Agreement"), the Company and its subsidiaries shall (i) provide afford to Parent and Subsidiary and Parent's accountants, its counsel, financial advisors, auditors advisors and other authorized representatives (the "Parent Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the offices, Effective Time to all of the Company's properties, books books, contracts, commitments and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to Parent or the Parent Representatives (i) a copy of each report, schedule and other document filed by the Company pursuant to the extent practicable, furnishing to Parent the financial results requirements of the Company in advance of any filing federal or state securities laws or filed by the Company with the SEC containing such financial results)in connection with the transactions contemplated by this Agreement, and (iiiii) instruct such other information concerning the employeesCompany's business, properties and personnel as Parent shall reasonably request; provided, that the Company in responding to requests from Parent or any Parent Representative for access to records or other information of a confidential and competitively sensitive nature may, prior to expiration or termination of the waiting period under the HSR Act, limit such access to the Parent's outside accountants, counsel, financial advisors, auditors advisors and other authorized representatives (other than nonemployee directors) of the Company outside representatives. Parent and its Subsidiaries subsidiaries shall hold and shall use their reasonable best efforts to cooperate reasonably with cause the Parent Representatives to obtain access hold in strict confidence all nonpublic documents and information furnished to information concerning the Company Parent, Subsidiary and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted Parent Representative in such manner as not to interfere unreasonably connection with the conduct of transactions contemplated by this Agreement in accordance with the business of the Company and its SubsidiariesConfidentiality Agreement. (b) If this Agreement is terminated, Parent hereby agrees that shall promptly redeliver to the Company all information nonpublic written material provided pursuant to it this Section 8.1 and shall not retain any copies, extracts or its counselother reproductions in whole or in part of such written material. In such event all documents, financial advisorsmemoranda, auditors notes and other authorized representatives writings (including all electronic versions thereof) prepared by Parent based on the information in connection with this Agreement and the consummation of the transactions contemplated hereby such material shall be deemed destroyed (and Parent shall use its reasonable best efforts to be "Confidential Information" cause the Parent Representatives to similarly destroy the extent such information would be considered "Confidential Information," in each casedocuments, as such term is used inmemoranda and notes), and such destruction (and reasonable best efforts) shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree certified in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyan authorized officer supervising such destruction.

Access to Information. (a) From Between the date hereof until of this Agreement and the Effective Time and subject to the requirements of applicable LawsClosing Date, the Company shall Seller will, during ordinary business hours and upon reasonable notice (i) provide give the Buyer and the Buyer Representatives reasonable access to Parentall books, its counselrecords, financial advisorsplants, auditors offices and other authorized representatives reasonable facilities and properties constituting the Purchased Assets to which the Buyer is not denied access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, by law; (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request; (iii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives the Buyer with such financial and operating data and other information as such persons may reasonably request (including, with respect to the extent practicableBusiness as the Buyer may from time to time reasonably request; (iv) furnish the Buyer a copy of each material report, furnishing to Parent the financial results of the Company in advance of any filing schedule or other document filed or received by the Company Seller with respect to the Business with the SEC containing or PUCO; provided, however, that (A) any such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) investigation shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business Business, (B) the Seller shall not be required to take any action which would constitute a waiver of the Company attorney-client privilege and its Subsidiaries(C) the Seller need not supply the Buyer with any information which the Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (i) the Buyer shall not have access to Transferring Employee Records and personnel and medical records, which in the Seller's good faith judgment is sensitive or the disclosure of which could subject the Seller to risk of liability and (ii) the Buyer shall not have the right to perform or conduct any environmental sampling or testing at, in, on, or underneath any of the Purchased Assets. (b) The Buyer, Parent hereby agrees and Seller acknowledge that all information provided each is subject to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each case, as such term is used in, and shall be treated in accordance with, the Confidentiality Agreement, dated as of February 10, 2007, between . All information furnished to or obtained by the Company Buyer or Parent and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements entered into by co-investors in Parent had it been provided prior Buyer Representatives pursuant to this Section 7.2 shall be subject to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement and shall be treated as Evaluation Material for all purposes of the Confidentiality Agreement. (c) For a period of ten years after the Closing Date, each party and their representatives shall have reasonable access to all of the books and records relating to the Business or shall execute their own confidentiality agreements the Purchased Assets, including all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with the CompanyAssumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any party or its affiliates, (B) no party shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) no party need supply the other party with any information which such party is under a legal obligation not to supply. The party exercising this right of access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 7.2(c). If the party in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such ten-year period, such party shall, prior to such disposition, give the other party a reasonable opportunity at such other party's expense, to segregate and remove such books and records as such other party may select. (d) The Seller agrees to use commercially reasonable efforts not to release any Person (other than the Buyer) from any confidentiality agreement now existing with respect to the Purchased Assets, or waive or amend any provision thereof. (e) Except as required by law or legal process, unless otherwise agreed to in writing by the Buyer, for a period commencing on the Closing Date and terminating three years after such date, the Seller shall agree (i) to keep all Evaluation Material relating exclusively to the Business or the Purchased Assets confidential and not disclose or reveal any such Evaluation Material to any Person other than Seller's Representatives who are actively and directly participating in the transactions contemplated hereby or who otherwise need to know such Evaluation Material for such purpose and to cause those Persons to observe the terms of this Section 7.2(e) and (ii) not to use Evaluation Material relating exclusively to the Business or the Purchased Assets for any purpose other than consistent with the terms of this Agreement or in connection with its other business operations. The Seller shall continue to hold all Evaluation Material relating exclusively to the Business or the Purchased Assets according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as currently applicable thereto. The Seller shall notify the Buyer of any unauthorized disclosure of any Evaluation Material relating exclusively to the Business or the Purchased Assets to third parties that it discovers, and shall endeavor to prevent any further such disclosures. The Seller shall be responsible for any breach of the terms of this Section 7.2(e) by the Seller or the Seller's Representatives. After the Closing Date, in the event that the Seller is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Evaluation Material relating exclusively to the Business or the Purchased Assets, or any other information concerning the Business or the Purchased Assets, or the transactions contemplated hereby, the Seller shall provide the Buyer with prompt notice of such request or requirement in order to enable the Buyer to seek an appropriate protective order or other remedy, to consult with the Seller with respect to taking steps to resist or narrow the scope of such request or legal process (it being understood that any such efforts to seek a protective order or other remedy or to resist or narrow the scope of such request or legal process shall be at the sole cost and expense of the Buyer), or to waive compliance, in whole or in part, with the terms of this Section 7.2(e). The Seller agrees not to oppose any action by the Buyer to obtain any such protective order or other appropriate remedy after the Closing Date. In the event that no such protective order or other remedy is obtained, or that the Buyer waives compliance with the terms of this Section 7.2(e), the Seller shall furnish only that portion of the Evaluation Material relating exclusively to the Business or the Purchased Assets which the Seller is advised by its counsel is legally required. In any such event the Seller shall use its commercially reasonable efforts to ensure that all such Evaluation Material and other information that is so disclosed will be accorded confidential treatment.

Access to Information. (a) From Upon reasonable notice and subject to applicable Laws, Progress shall accord to the date hereof until officers, employees, accountants, counsel and other representatives of FleetBoston, access, during normal business hours during the period prior to the Effective Time Time, to all its properties, books, contracts, commitments and subject records and, during such period, Progress shall make available to FleetBoston (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of applicable Laws, the Company shall (i) provide to Parent, its counsel, financial advisors, auditors federal securities laws or federal or state banking laws and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parentall other information concerning its business, its counselproperties and personnel as FleetBoston may reasonably request. Progress shall promptly provide FleetBoston with true, correct and complete copies of all financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent to obtain access to information concerning the Company and its Subsidiaries, as the case may be, except that nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives directors of Progress in connection with meetings of its Board of Directors or committees thereof (except for materials that relate to the Merger, this Agreement and the consummation of the transactions contemplated hereby or any other matter Progress reasonably determines should be treated as confidential). Neither Progress nor any Progress Subsidiary shall be deemed required to be "Confidential Information" provide access to or to disclose information where such access or disclosure would violate or prejudice the extent such information would be considered "Confidential Information," in each caserights of Progress's customers, as such term is used injeopardize any attorney-client privilege or contravene any law, and shall be treated in accordance withrule, the Confidentiality Agreementregulation, dated as of February 10order, 2007judgment, between the Company and Centerbridge Associatesdecree, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) All information furnished to FleetBoston by Progress pursuant to Section 6.3(a) shall be entitled to share subject to, and FleetBoston shall hold all such Confidential Information with information in confidence in accordance with, the parties providing the Financing, prospective co-investors or limited partners of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement dated as of July 9, 2003, and the Confidentiality Agreement dated as of August 18, 2003, between Progress and FleetBoston (the "Confidentiality Agreements"). (c) No investigation by either of the parties or their respective representatives shall execute their own confidentiality affect the representations and warranties, covenants or agreements with of the Companyother set forth herein.

Access to Information. (a) From the date hereof until the Effective Time and subject Subject to the requirements Confidentiality Agreement dated as of applicable LawsMarch 17, 1999, between SCHWAB and UST (as it may be amended from time to time, the Company "Confidentiality Agreement"), UST and the UST Subsidiaries shall (i) provide to Parentafford SCHWAB, its and ▇▇▇▇▇▇'▇ officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives representatives, reasonable access during normal business hours during the period prior to the offices, Effective Time or the termination of this Agreement to all its properties, books books, contracts, commitments, personnel and records and, during such period, UST shall furnish promptly to SCHWAB (a) a copy of each report, schedule, registration statement and other document filed by UST or its Subsidiaries during such period pursuant to the Company requirements of United States Federal or state banking or securities laws and (b) all other information concerning UST's or its Subsidiaries' business, (ii) furnish to Parent, its counsel, financial advisors, auditors properties and other authorized representatives such financial and operating data and other information personnel as such persons SCHWAB may reasonably request (includingrequest. Except as required by law, to the extent practicable, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results)SCHWAB will hold, and (iii) instruct the will cause its officers, employees, accountants, counsel, financial advisors, auditors advisors and other authorized representatives and affiliates to hold, any nonpublic information received from UST, directly or indirectly, in accordance with the Confidentiality Agreement. (other than nonemployee directorsb) Subject to the Confidentiality Agreement, SCHWAB agrees to provide to UST, from time to time prior to the Effective Time or termination of the Company this Agreement, such information as UST shall reasonably request with respect to SCHWAB and its business, financial condition and operations. Except as provided by law, UST will hold, and will cause its officers, employees, accountants, counsel, financial advisors and other representatives to hold, any nonpublic information received from SCHWAB, directly or indirectly, in accordance with the Confidentiality Agreement. (c) Neither SCHWAB nor UST nor any of their respective Subsidiaries shall be required to cooperate reasonably with Parent to obtain provide access to or to disclose information concerning where such access or disclosure would violate or prejudice the Company and its Subsidiariesrights of SCHWAB or UST, as the case may be, except that nothing herein shall require customers, jeopardize the Company or any of its Subsidiaries to disclose any information that would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party or would cause a risk of a loss of attorney-client privilege to the Company or any of its Subsidiaries. Such access to information pursuant to this Section 5.2(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business institution in possession or control of the Company and its Subsidiaries. (b) Parent hereby agrees that all information provided to it or its counsel, financial advisors, auditors and other authorized representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be "Confidential Information" to the extent such information would be considered "Confidential Information," in each caseor contravene any law, as such term is used inrule, and shall be treated in accordance withregulation, the Confidentiality Agreementorder, dated as of February 10judgment, 2007decree, between the Company and Centerbridge Associates, L.P. (the "Confidentiality Agreement") and any other confidentiality agreements fiduciary duty or binding agreement entered into by co-investors in Parent had it been provided prior to the date of this Agreement; provided, that Parent shall be entitled to share such Confidential Information with . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (d) No investigation by either of the parties providing or their respective representatives shall affect the Financing, prospective co-investors or limited partners representations and warranties of the members of Parent; provided further, however, that any parties providing the Financing, prospective co-investors or limited partners of the members of Parent to whom Parent provides Confidential Information shall agree in writing to be bound by the confidentiality provisions of the Confidentiality Agreement or shall execute their own confidentiality agreements with the Companyother set forth herein.