Common use of Access to Information Clause in Contracts

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable prior notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective personnel, offices, properties, books, contracts, commitments books and records (includingof the Company and its Subsidiaries, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) furnish to Parent and its Representatives such financial and operating data and other information concerning their respective businesses, operations, properties, assets, condition as such Persons may reasonably request in writing and (financial or other), results iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of operations the Company and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no its Subsidiaries. Any investigation pursuant to this Section 7.1 6.03 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries shall hold Subsidiaries or otherwise result in any significant interference with the prompt and shall use their reasonable best efforts to cause timely discharge by the employees of the Company Representatives or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to holdprovide any access, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, as the case may beBoard of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, in connection (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this AgreementAgreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), except that (i) Parentthe entry into the Agreement or any Transaction Document, Subsidiary and or any materials provided to the Company may disclose such information as may be necessary Board of Directors or the Special Committee in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosetherewith.

Access to Information. (a) The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, shall cause its Subsidiaries to, and shall instruct each of its and its subsidiaries shall afford to Parent and Subsidiary and their respective Subsidiaries directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, and agents and other representatives (the "collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives",” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times and Parent upon reasonable prior notice to the Company, to the Company Representatives, the properties, offices and its subsidiaries shall afford to other facilities of the Company and its accountants, counsel, financial advisors Subsidiaries and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments books and records (includingthereof, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) furnish, or cause to be furnished, such other reasonably available information concerning their respective businesses, operationsthe business, properties, Contracts, assets, condition (financial or other)liabilities, results personnel and other aspects of operations and personnel the Company as Parent or Subsidiary Parent, Merger Sub or the Company, as the case Parent Representatives may be, shall reasonably request; provided that no . Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Company Owned Properties and the Company Leased Premises, physical inspections of the assets of the Company and its Subsidiaries, and contact with the customers, vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Purchaser Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 7.1 6.3.1 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties Parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause Notwithstanding the Parent Representatives to holdforegoing, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts not be required to cause provide access to or disclose information where such access or disclosure would contravene any Law, binding Contract to which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary is party or any privacy policy applicable to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose’s customer information.

Access to Information. (a) The From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall, and shall cause each of its subsidiaries shall afford Subsidiaries to, (i) provide to Parent and Subsidiary Merger Sub, and their respective accountantsofficers, directors, employees, managers, consultants, counsel, financial advisors advisors, auditors, agents and other authorized representatives (the "“Parent Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all employees, accountants, legal counsel, auditors and other representatives and agents of their respective the Company and its Subsidiaries and the offices, properties, books, contracts, commitments books and records of the Company and its Subsidiaries, including access to conduct environmental site assessments, (ii) furnish to Parent, Merger Sub and the Parent Representatives such financial and operating data and other information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as such Persons may reasonably request (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly furnishing to one another (i) a copy Parent the financial results of each report, schedule and other document filed or received the Company in advance of any filing by any of them pursuant to the requirements of federal or state securities laws or filed by any of them Company with the SEC or which may have a material effect on their respective businessescontaining such financial results), properties or personnel and (iiiii) such 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 and Merger Sub to obtain access to information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations the Company and personnel as Parent or Subsidiary or the Companyits Subsidiaries, as the case may be. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, Merger Sub or any Parent Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract, provided, that the Company shall use its commercially reasonable efforts to (A) obtain the required consent from any required third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably request; provided acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the parties determine that no investigation doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Notwithstanding the foregoing, neither Parent, Merger Sub nor any Parent Representatives shall have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of material liability. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time or the Termination Date, the Company will furnish to Parent (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that they will not, and will direct the Parent Representatives not to, use any information obtained pursuant to this Section 7.1 shall amend or modify 5.2 for any representations or warranties made herein purpose unrelated to the Merger, this Agreement or the conditions transactions contemplated hereby. Such access to information pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Subsidiaries. Parent and Subsidiary or Merger Sub shall present all requests for information and access only to the Company, such Persons as the case parties may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably agree upon.

Access to Information. (a) The Upon reasonable notice, the Company shall (and shall cause each of its subsidiaries shall Subsidiaries to) afford (i) to Parent and Subsidiary and their respective accountantsthe officers, employees, independent auditors, legal counsel (including outside legal counsel, financial advisors ) and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records in order that Parent has a full opportunity to make such investigation as it reasonably desires to make of the Company and its Subsidiaries and (includingii) to the independent auditors of Parent, but not limited reasonable access to the audit work papers and other records of the independent auditors of the Company and its Subsidiaries. Additionally the Company and its Subsidiaries will permit Parent to make such reasonable inspections of the Company and its Subsidiaries and their respective operations during normal business hours as Parent may reasonably require and the Company and its Subsidiaries will cause its officers and the officers of its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. During the period prior to the Effective Time, the Company shall (and shall cause each of its Subsidiaries to, Tax Returns) and, during such period, shall furnish promptly to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsUpon reasonable advance notice, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company shall, and shall cause each of its accountantsSubsidiaries to, counsel, financial advisors and other representatives (afford the "Company Representatives") full Representatives of Parent reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective its and its Subsidiaries’ properties, books, contractsrecords, commitments Contracts, legal counsel, financial advisors, accountants, consultants and records (includingpersonnel, but not limited toand shall furnish, Tax Returns) andand shall cause to be furnished, during such periodas promptly as practicable to Parent, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesthe Company and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, as however that (a) the case Company may be(after consulting outside legal counsel) reasonably restrict the foregoing access to the extent that any applicable Law, Governmental Entity or attorney-client privilege concerns requires it or its Subsidiaries to restrict access to any properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any inspection of any properties of the Company and its respective Subsidiaries, Parent and its Representatives shall reasonably request; provided that no investigation not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 7.1 6.3 shall amend or modify any representations or warranties made herein or continue to be governed by the conditions to the obligations of the respective parties to consummate the Merger. Parent Confidentiality Agreement which shall remain in full force and effect in accordance with its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseterms.

Access to Information. (a) The Company Each of NPS and its subsidiaries shall Enzon will afford to Parent the other and Subsidiary and their respective the other's accountants, counsel, financial advisors counsel and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel, contractsas such other parties may reasonably request, commitments and records (including, but not limited to, Tax Returns) and, during such period, upon request by the other parties hereto, each of NPS and Enzon shall, and shall cause each of their respective Subsidiaries to, furnish promptly to one another (i) the other parties a copy of each any report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws laws; provided, however, that any party may restrict the foregoing access to the extent that any Legal Requirement applicable to such party requires such party or filed by its Subsidiaries to restrict or prohibit access to any of them with the SEC or which may have a material effect on their respective businesses, such properties or personnel information. In addition to the foregoing, (i) NPS shall afford Enzon the right to conduct (at Enzon's cost and expense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, occupied, or leased NPS Business Facility that may include soil, groundwater, or Hazardous Materials sampling, and (ii) such other information concerning their respective businessesEnzon shall afford NPS the right to conduct (at NPS's cost and expense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, operationsoccupied, propertiesor leased Enzon Business Facility that may include soil, assetsgroundwater, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseHazardous Materials sampling.

Access to Information. (a) The Prior to the Closing or until this Agreement is earlier terminated, the Company and its subsidiaries shall afford to the officers, employees, agents and authorized representatives of Parent and Subsidiary Merger Sub and their respective Affiliates (including its and their independent public accountants, counsel, financial advisors and other representatives attorneys) (the "Parent collectively, “Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout hours, upon reasonable advance written notice, to the period offices, properties and business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Effective Time date of this Agreement (including any obligation of confidentiality to all which the Company or its Affiliates are subject), provided, that, in each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning would apply and provided, further, that Parent, Merger Sub and their respective businessesAffiliates and their respective Representatives shall not conduct environmental sampling, operations, properties, assets, condition (financial testing or other), results invasive investigations of operations and personnel as Parent or Subsidiary or any kind without the written permission of the Company, which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to interfere with the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations operations of the respective parties to consummate the Merger. Parent Acquired Companies 37 Agreement and its subsidiaries shall hold Plan of Merger and shall use their reasonable best efforts to cause the Parent Representatives to holdin compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not communicate with any of the Company employees, customers, distributors, or suppliers of the Acquired Companies without the prior written consent of the General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and its subsidiaries any such permitted communications shall hold and shall use their reasonable best efforts to cause be made in the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to presence of a designated representative of the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Upon reasonable notice and subject to applicable Laws, the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal securities Laws or federal or state securities laws banking Laws (other than reports or filed by any of them with documents that the SEC or which may have a material effect on their respective businessesCompany is not permitted to disclose under applicable Law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, as if any, commissioned by the case may be, shall reasonably Company at Parent’s request; provided that no investigation pursuant ) in order to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts amounts potentially payable to cause the Parent Representatives to hold, and senior executives of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of the Company, except that (i) Parent, Subsidiary Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company may disclose such information as may be necessary and its shareholders in connection with seeking the Parent Required Statutory ApprovalsMerger, the Bank Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company Required Statutory Approvals shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding two weeks.

Access to Information. (a) The Company From the date hereof until the Closing Date, Parent and Seller shall, and shall cause the Asset Transferors and the Acquired Companies, to afford to the Buyer and its subsidiaries shall afford and its Representatives, upon reasonable written notice (and with respect to Parent and Subsidiary in-person access at the facilities of Parent, Seller and their respective accountantsSubsidiaries during regular business hours, counselwhich shall be subject to the consent of Parent, financial advisors in the case of facilities of the Parent Group, and Seller, in the case of facilities of Seller and its Subsidiaries, not to be unreasonably withheld, conditioned or delayed) reasonable access to (i) all books and records; (ii) within thirty (30) days of receipt thereof, the results or summary results of (including, at a minimum, a detailed description of any risks, threats, deficiencies or vulnerabilities (collectively, “Risks”) identified in) each cybersecurity or information security risk audit, assessment or penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the Acquired Companies) with respect to the Business IT Systems (whether carried out by Parent or Seller or its or their applicable Subsidiaries or any third party vendor on its or their behalf), as well as (x) summaries of steps undertaken by Parent and Seller (as applicable) to remediate any such identified Risks and (y) any other representatives information that Parent or Seller (as applicable) or its or their Subsidiaries provide or are required to provide to customers of the "Parent Representatives"Business regarding Risks, root cause analysis, remediation or other related steps; (iii) all information and access to relevant IT Systems reasonably necessary to the conduct of the Cybersecurity Assessment (as defined herein) pursuant to and in accordance with Section 8.2(b); and (iv) other information and access, in each case, relating to the Business, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including any Business Data and any records contemplated to be made available to Buyer as set forth in the definition of Excluded Books and Records; provided, however, that any such access and review of information shall be conducted in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or data privacy matters) and, with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the facilities of Parent, Seller or their Subsidiaries) and Parent in such a manner as not to unreasonably interfere with the normal operations of Parent, Seller and their Subsidiaries; provided, further, that neither Buyer nor any of Representatives shall have access to any other businesses of Parent, Seller or their respective Affiliates. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its subsidiaries shall afford Representatives with respect to all information of any type given, furnished or made available to them pursuant to ‎this Section 8.2. Notwithstanding anything to the Company and its accountantscontrary contained in this Agreement, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective propertiesClosing, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall Buyer will use their reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Parent transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of Seller or any of its Subsidiaries with respect to the transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, neither Buyer nor any of its Representatives to holdshall conduct any invasive or intrusive sampling or testing of any environmental media, including air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Real Property and the Company and its subsidiaries shall hold and shall (iii) Buyer will use their reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Company Representatives transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of the Parent Group with respect to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Parent’s prior written consent (iwhich consent shall not be unreasonably withheld, conditioned or delayed). Following the date hereof and prior to the Closing, Buyer will (1) Parentdirect its Representatives not to, Subsidiary without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), initiate or reinitiate contact with customers, subscribers or suppliers of Seller specifically and expressly with respect to the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval transactions contemplated by this Agreement and (ii2) not undertake advertising or marketing campaigns specifically targeting customers or subscribers of the Business in a manner that is outside the ordinary course of business of Buyer, in each case, except as expressly provided in other Sections of this Agreement (provided, that, notwithstanding the foregoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). All requests by Buyer for access or availability pursuant to this Section 8.2 shall be submitted or directed exclusively to the individuals designated by Seller in Section 8.2(a) of the Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose/Seller Disclosure Letter.

Access to Information. (a) The Upon reasonable notice, the Company shall (and its subsidiaries shall cause each of the Subsidiaries to) afford to Parent and Subsidiary and their respective accountantsofficers, employees, counsel, financial advisors accountants, financing sources and other representatives authorized repre- sentatives of the Buyer (the "Parent Representatives") and Parent and its subsidiaries shall afford ), in order to evaluate the Company and its accountantstransactions contemplated by this Agreement, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing Date, to all of their respective its officers, directors, employees, accountants and other advisors and agents, properties, books, contracts, commitments records and records (including, but not limited to, Tax Returns) Contracts and, during such period, it shall (and shall cause each of the Subsidiaries to) furnish promptly to one another such Representatives all financial, operating and other data and other information concerning its business, properties and personnel as may reasonably be requested. (b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to this Section only in connection with the consummation of the transactions contem- plated by this Agreement. (c) The Confidentiality Agreement shall apply with respect to Information, as defined therein, furnished to the Representatives pursuant to this Section. (d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) a copy list of each reportall affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial a list of all Tax allocation or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant Tax sharing agreements to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and which the Company and its subsidiaries shall hold the Subsidiaries is a party with any Person and shall use their reasonable best efforts to cause any agreements that provide for the Company Representatives and the Subsidiaries to holdindemnify any Person with respect to Taxes, in strict confidence (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all non-public documents United States federal pro forma consolidated income Tax Return information of the Company and information furnished to Parent the Subsidiaries and Subsidiary all material, state, local, and foreign income or franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Company and the Company may disclose such information as may be necessary in connection with seeking Subsidiaries) for all Tax periods ending on or after the Parent Required Statutory Approvalsdate which is three years prior to the Closing Date. (e) Prior to September 1, 1998, the Company Required Statutory Approvals and shall provide to Buyer a list of all material services provided to the Company Stockholders' Approval and or any Subsidiary by Parent or any Affiliate of Parent (ii) each of Parent, Subsidiary and other than the Company may disclose or any information that it is required Subsidiary) or pursuant to Contracts between Parent or any Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by law or judicial or administrative order Buyer, Parent shall enter into an amendment to disclose.the Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of any services included on such list, any such services to be provided on commercially reasonable terms. 5.3

Access to Information. Upon reasonable notice to the officers of the other (aWillxxx X. XxXxxxxxx, X. Danixx XxXxxxxx, Xxvix X. Xxxxxx xxx John X. Xxxxx xxx Park and Carlxx X. Xxxxxxx, Xxrdxx X. Xxxxx, Xxn Xxxxxx xxx Vickxx X. Xxxt for First-Knox) The Company xxd subject to avoidance of unreasonable disruption of the other's business and its subsidiaries operations, First-Knox xxx Park shall afford to Parent each (and Subsidiary and shall cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company directors, officers, employees and its accountantsRepresentatives (as defined below) of the other, counselaccess, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, each of First-Knox xxx Park shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state Federal securities laws or filed by any of them with the SEC Federal or state banking laws (other than reports or documents which may have a material effect on their respective businesses, properties or personnel such party is not permitted to disclose under applicable law) and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent such other party may reasonably request; provided, however, that the directors, officers, employees and Representatives of First-Knox xxxll not have access to Park's payroll records. The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of the letters dated as of August 7, 1996 and August 7, 1996, respectively, between First-Knox xxx Park (the "Confidentiality Agreements"). No investigation by either Park or Subsidiary First-Knox xxxll affect the representations and warranties of the other. As used in this Agreement, "Representatives" means any attorneys, accountants, investment bankers, financial advisors or the Companyother representatives or agents engaged or designated by First-Knox xx Park, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is properly terminated in accordance with Article 7, and subject to the requirements of any Law, including any anti-trust Law, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Parent “Company Representatives"”) to, give Merger Sub and Parent and its subsidiaries shall afford their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its accountantssubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, counsel, Merger Sub and the Purchaser Representatives such financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments operating data and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions with respect to the obligations business and operations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold as Parent, Merger Sub or the Purchaser Representatives may from time to time reasonably request, unless such access or provision is otherwise restricted by applicable Law or contract. Unless otherwise required by Law, each of Parent and shall use their reasonable best efforts to Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of October 26, 2003 (the “Confidentiality Agreement”), between Parent and the Company Representatives shall apply to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary any Purchaser Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.

Access to Information. (a) The Company and its subsidiaries shall afford to Each of the Seller Parent and Subsidiary the Seller, jointly and their respective accountantsseverally, counselshall, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to cause each of the Company and its accountantsSubsidiaries and, counselso long as consistent with its confidentiality obligations under its Joint Venture agreements, financial advisors shall use commercially reasonable efforts to cause the Joint Ventures to, throughout the period from the date hereof to the Closing, (i) provide the Buyer and other representatives (the "Company Representatives") its Representatives with full access access, upon reasonable prior notice and during normal business hours throughout hours, to all officers, employees, agents and accountants of the period prior Company and its Subsidiaries and, to the Effective Time to all of extent possible, the Joint Ventures and their respective assets, properties, books, contracts, commitments books and records (includingrecords, but only to the extent that such access does not limited tounreasonably interfere with the business and operations of the Company and its Subsidiaries and the Joint Ventures, Tax Returns(ii) and, during such period, shall furnish promptly to one another such persons (ix) a copy of each report, statement, schedule and other document filed or received by the Company, or any of them its Subsidiaries or the Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or filed Regulatory Authority, and (iii) upon request from the Buyer, furnish to the Buyer audited financial statements of the Company and its Subsidiaries for each of the last three fiscal years ended prior to the date of the request and unaudited quarterly financial information for such periods, together with the related financial information, and to use its commercially reasonable efforts to cause the Company’s auditors to provide consents requested by the Buyer, and (y) all other information and data (including, without limitation, copies of Contracts, Employee Benefit Plans, and other books and records) concerning the business and operations of the Company and its Subsidiaries and the Joint Ventures as the Buyer or any of them with the SEC or which its Representatives reasonably may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no . No investigation pursuant to this Section 7.1 paragraph or otherwise shall amend affect any representation or modify warranty contained in this Agreement or any representations or warranties made herein or the conditions condition to the obligations of the respective parties hereto. Any such information or material obtained pursuant to consummate this Section 5.1 shall be governed by the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause terms of the Parent Representatives to hold, letter agreement between the Buyer and the Company and its subsidiaries shall hold and shall use their reasonable best efforts Seller Parent relating to cause confidential information concerning the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to (the Company, as the case may be, in connection with the transactions contemplated by this “Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose”).

Access to Information. (a) The During the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable advance notice, the Company shall and shall cause its subsidiaries shall Subsidiaries to afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full Parent’s Representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective Company’s and its Subsidiaries’ officers, employees, properties, books, contracts, commitments contracts and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably requestrecords; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Representatives shall hold conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; provided further, however, that the Company shall not be obligated to provide such access if the Company determines, in its reasonable judgment, that (a) doing so would violate applicable Law or an obligation of confidentiality owing to a third party (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use their its reasonable best efforts to cause obtain the Parent Representatives required consent of such third party), or waive the protection of an attorney-client privilege, the work product doctrine or other similar privilege applicable to holdsuch documents or information (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client privilege), or result in the disclosure of any trade secrets, or (b) such documents or information are directly related to any adverse Proceeding between the Company and its subsidiaries shall hold Affiliates on the one hand, and shall use their reasonable best efforts Parent and its Affiliates, on the other hand. Nothing in this Section 7.2 will be construed to cause require the Company or any of its Subsidiaries or any of their Representatives to holdprepare any reports, analyses, appraisals, opinions or other information. Each party hereto will hold any such information that is nonpublic in strict confidence all non-public documents to the extent required by, and information furnished in accordance with, the provisions of that certain agreement, dated May 7, 2019 (the “Confidentiality Agreement”), between the Company and Parent. Any access to Parent and Subsidiary or any Leased Real Property shall be subject to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary ’s reasonable security measures and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, applicable requirements of the Company Required Statutory Approvals Leases and shall not include the Company Stockholders' Approval and (ii) each of Parentright to perform any “invasive” testing or soil, Subsidiary and the Company may disclose air or groundwater sampling, including, without limitation, any information that it is required by law Phase I or judicial or administrative order to disclosePhase II environmental assessments.

Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the properties, businesses and operations of the Company and its subsidiaries shall afford to Parent Subsidiaries (including, without limitation, ordering title investigations and Subsidiary third party inspections) and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent, potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, counsel, financial advisors attorneys and other representatives (of the "Parent Representatives") Company and its Subsidiaries to reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and investors and Parent’s potential sources of capital, rating agencies’, prospective lenders’ and investors’ representatives in connection with such investigation and examination, and Parent and its subsidiaries potential sources of capital, rating agencies, prospective lenders and investors and their representatives shall afford to cooperate with the Company and its accountantsrepresentatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, counselno such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to all of their respective propertiesParent as the representative contemplated by this Section 7.1), books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy neither Parent nor any potential sources of each reportcapital, schedule rating agencies, prospective lenders and other document filed investors shall contact any suppliers to, or received by customers or employees of, the Company or any of them pursuant to its Subsidiaries in respect of this Agreement or the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel transactions contemplated hereby and (ii) such other neither Parent nor any potential source of capital, rating agency, prospective lender or investor shall have any right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries. Parent shall and shall cause Parent’s Affiliates and representatives to keep confidential any non-public information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or received from the Company, as the case may beits Affiliates or representatives, shall reasonably request; provided that no investigation directly or indirectly, pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection accordance with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company Upon reasonable notice, each party shall, and shall cause its subsidiaries shall to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment banker, financial advisors advisor and other representatives of the other (the collectively, "Parent RepresentativesREPRESENTATIVES") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing Date, to all of their respective its properties, operating facilities, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during to the extent that such party or any of its subsidiaries is not under a legal obligation not to provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to one another the other (ia) a copy of access to each reasonably available report, schedule and other document filed or received by it or any of them its subsidiaries pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC SEC, the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or which may have a material effect on their respective businessesany other federal or any state regulatory agency or commission, properties or personnel and (iib) such other all information concerning themselves, their respective businessessubsidiaries, operationsdirectors, propertiesofficers and shareholders and such matters as may be reasonably requested by the other party in connection with any filings, assets, condition (financial applications or other), results of operations and personnel as Parent approvals required or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to contemplated by this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerAgreement. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public All documents and information furnished pursuant to Parent and Subsidiary or this SECTION 4.10 shall be subject to the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parentdated October 6, Subsidiary 2000, between J Net and the Company may disclose (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall be responsible for all out-of-pocket expenses incurred by the party to whom such information as may be necessary request is made in connection complying with seeking the Parent Required Statutory Approvalssuch request, the Company Required Statutory Approvals including any cost of reproducing and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose delivering any information that it is required by law or judicial or administrative order to discloseinformation.

Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their its respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 8.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerAcquisition. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Parent and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, Approvals and the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and subject to the requirements of any Law, including (ai) The any anti-trust Law, (ii) any applicable Law protecting the privacy of employees and personnel files, (iii) applicable undertakings given by the Company to others requiring confidential treatment of documents and (iv) appropriate limitations on the disclosure of information to maintain attorney-client privilege, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their controlled affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Parent “Company Representatives"”) to, give Merger Sub and Parent and its subsidiaries shall afford their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) reasonable access, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its accountantssubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, counsel, Merger Sub and the Parent Representatives such financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments operating data and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesseswith respect to the business and operations of the Company or any of its subsidiaries as Parent, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary Merger Sub or the Company, as the case Parent Representatives may be, shall from time to time reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations . Each of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold Merger Sub will, and shall use their reasonable best efforts to will cause the Parent Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to holdby the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of September 10, 2007 (the “Confidentiality Agreement”), between Parent and a Company and its subsidiaries Representative shall hold and shall use their reasonable best efforts apply to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to any Parent and Subsidiary Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.

Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors advisors, sources of financing and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesin connection with the transactions contemplated by this Agreement, properties or personnel and (ii) such other information concerning their respective its businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Merger Subsidiary or shall reasonably request and will use reasonable efforts to obtain the reasonable cooperation of the Company's officers, as employees, counsel, accountants, consultants and financial advisors in connection with the case may beinvestigation of the Company by Parent and the Parent Representatives; provided, shall reasonably request; provided however, that no investigation pursuant to this Section 7.1 5.04 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. All nonpublic information provided to, or obtained by, Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this hereby shall be "Information" for purposes of the Confidentiality Agreement dated February 24, 1999 between Parent and the Company (the "Confidentiality Agreement"), except provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval Approval, and (ii) each of Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties.

Access to Information. business hours, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall furnish promptly to Purchaser, consistent with its legal obligations, all information concerning its business, properties and personnel as Purchaser may reasonably request and (aii) The Company Purchaser shall (and shall cause its subsidiaries shall Subsidiaries to) afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full of Stockholder reasonable access during normal business hours throughout hours, during the period prior to the Effective Time Closing Date, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, Purchaser shall furnish promptly to one another Stockholder, consistent with its legal obligations, all information concerning its business, properties and personnel as Stockholder may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that, in such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information which is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated May 5, 1998 between Purchaser and Stockholder, as supplemented by the letter dated May 8, 1998 among Purchaser, Stockholder and the Company (the "CONFIDENTIALITY AGREEMENT"). Any investigation by Purchaser, Stockholder or the Company shall not affect the representations and warranties of any of the other parties hereto. In addition, subsequent to the date of this Agreement, Purchaser and/or any of its Subsidiaries may initiate communications with any officer or key Employee of the Company on behalf of Purchaser for the purpose of addressing the prospective retention of such officer or Employee following the Closing, provided that (i) Purchaser believes, in good faith, that there is a copy of each reportcompelling, schedule and other document filed or received by any of them pursuant legitimate business necessity to initiate such communications prior to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Closing and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, communications with each such Employee shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the be conducted in coordination with Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosemanagement.

Access to Information. (a) The To the extent permitted by Applicable Law, from the date hereof until the Effective Time, the Company and its subsidiaries shall (i) afford to Parent Parent, and Subsidiary and their respective accountantsto Parent’s officers, employees, counsel, financial advisors advisors, auditors, financing sources (and their advisors) and other authorized representatives (full access to the "Parent Representatives") offices, properties, books, Contracts, commitments, personnel and Parent and its subsidiaries shall afford to records of the Company and its accountantsSubsidiaries, (ii) furnish to Parent, its counsel, financial advisors advisors, auditors and other authorized representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iiB) such financial and operating data and other information concerning their respective businessesas such Persons may reasonably request and (iii) instruct the employees, operationscounsel, propertiesfinancial advisors, assets, condition (financial or other), results auditors and other authorized representatives of operations the Company and personnel as its Subsidiaries to cooperate with Parent or Subsidiary or in its investigation of the Company, as the case may be, shall reasonably request; provided that no Company and its Subsidiaries. Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties business of the Company and its Subsidiaries. The foregoing will not require the Company to permit any inspection or disclosure of any information that would result in the disclosure of confidential information of any Person in violation of any confidentiality obligation of the Company to such Person (provided that the Company shall use its reasonable best efforts to request that such Person grant such access or disclosure to Parent and the Company shall nonetheless otherwise give Parent a general description of the subject matter of the agreement) or require disclosure of any material concerning on any Acquisition Proposal made before the date of this Agreement by any Person, or disclosure of any report from the Company’s financial advisors, counsel, management or other representative regarding the Parent. Without limiting the foregoing, between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause , including, without limitation, cooperating with the Parent Representatives to hold, and in obtaining appraisals of the assets of the Company and its subsidiaries shall hold and shall use their Subsidiaries, sending notices to reflect the change of control, obtaining reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or access to the Company’s accountants and their work papers, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and making employees of the Company may disclose such and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be necessary in connection with seeking reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Parent Required Statutory ApprovalsCompany and its Subsidiaries. In addition, the Company Required Statutory Approvals shall deliver estimated and the Company Stockholders' Approval reasonably detailed monthly financial results and (ii) statements to Parent as promptly as practicable following each of Parenttheir preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, Subsidiary and directly or indirectly, the Company may disclose right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any information that it is required by law or judicial or administrative order to discloseunlawful manner.

Access to Information. (a) The Company From and after the Distribution Date, FAF shall, and shall cause its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsSubsidiaries to, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its authorized accountants, counsel, financial advisors counsel and other designated representatives (the collectively, "Company Representatives") full reasonable access (including using reasonable efforts to give access to the person or firms possessing information) and duplicating rights during normal business hours throughout to all administrative records, books, contracts and instruments, and all Company-owned computer software and computer data and other Company-owned data and information (collectively, but excluding all software not owned by the period Company, "Information") within FAF's or any such Subsidiary's possession or control relating to the Company or any Company Subsidiary and to any property owned by FAF that was leased or operated by the Company or any Company Subsidiary, insofar as such access is reasonably required by the Company or any Company Subsidiary. Similarly, the Company shall, and shall cause its Subsidiaries to, afford to FAF and its Representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing Information) and duplicating rights during normal business hours to Information within the 7 10 Company's or any such Subsidiary's possession or control relating to FAF or any FAF Subsidiary or relating to the Company prior to the Effective Time Distribution Date and to all of their respective properties, books, contracts, commitments and records any property owned by the Company that was leased or operated by FAF or any FAF Subsidiary (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and than the Company and its subsidiaries shall hold Subsidiaries), insofar as such access is reasonably required by FAF or any FAF Subsidiary. Information may be requested under this ARTICLE V for, without limitation, audit, accounting, claim, litigation and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Companytax purposes, as the case may be, in connection with well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.hereby. 5.2

Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law, the Company and its subsidiaries shall afford to (i) give Parent and Subsidiary Merger Sub and their respective accountantsRepresentatives reasonable access (during regular business hours upon reasonable notice) to such employees, counselplants, financial advisors offices, warehouses and other representatives (the "Parent Representatives") facilities at reasonable times and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, including Tax Returns) andof the Company and its Subsidiaries as Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties, litigation matters, personnel and environmental compliance of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request (including any final revenue summary and final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers), and (iv) furnish promptly to one another (i) Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of them its Subsidiaries during such period pursuant to the requirements of the federal or state securities laws Laws. The Company shall: (i) keep Parent promptly informed of (A) any material communication (written or filed by oral) with or from the FDA and any other Regulatory Authority and (B) any material communications (written or oral) received from any Person challenging the validity or ownership the Intellectual Property of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Company and (ii) not make any written submissions relating to product approvals or any other material submissions to the FDA or any other Regulatory Authority without prior disclosure to Parent of the details of such submissions. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (x) may cause a waiver of an attorney-client privilege, loss of attorney work product protection or loss or waiver of any other legal privilege, or (y) would violate a confidentiality or other contractual obligation to any Person; provided, however, that the Company shall use its reasonable best efforts to obtain any required consents to provide such access, inspections, data or other information and take such other information concerning their respective businesses, operations, properties, assets, condition action (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, such as the case may beredaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law. In addition, the Company and its officers and employees shall reasonably request; provided that no investigation cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. No review pursuant to this Section 7.1 5.03(a) shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by hereto under this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date hereof until the Closing, upon reasonable notice, the Company shall, and shall cause each Subsidiary to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties, books and records and key employees of the Company and its subsidiaries shall afford to Parent and each Subsidiary and their respective accountants, counsel, (ii) furnish to the Purchaser such additional financial advisors and other information regarding the Company and the Subsidiaries as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and the Subsidiaries. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for access to offices, properties or books or records of the Company or any Subsidiary or additional financial and other information shall be directed solely to Xxxxx Xxxxxxxx, or such other person as he may designate and approve. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall be required to disclose any information to the Purchaser if such disclosure could, in the Company’s reasonable business judgment, (the "Parent Representatives"x) and Parent and its subsidiaries shall afford cause material competitive harm to the Company and its accountantsthe Subsidiaries, counselon a consolidated basis, financial advisors and if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other representatives legal privilege or (the "Company Representatives"z) full access during normal business hours throughout the period contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosedate hereof.

Access to Information. (a) The Subject to the Confidentiality Agreement and applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford accountants, counsel and other representatives, reasonable access and upon reasonable prior notice during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access Subsidiaries during normal business hours throughout the period prior to the earlier of the Effective Time or the termination of this Agreement to obtain all information concerning the business of their respective the Company and its Subsidiaries, including the status of product development efforts, properties, booksresults of operations and personnel of the Company and its Subsidiaries and use commercially reasonable efforts to make available at reasonable times during normal business hours to Parent and its representatives, contractsthe appropriate individuals (including management, commitments personnel, attorneys, accountants and records (includingother professionals) for discussion of the Company and its Subsidiaries’ business, but not limited toproperties, Tax Returns) and, during prospects and personnel as Parent may reasonably request. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to one another Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesand (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information and (ii) such other information concerning their respective businessesaccess would be in breach of any confidentiality obligation, operationscommitment or provision by which the Company or any of its Subsidiaries is bound or affected, propertieswhich confidentiality obligation, assetscommitment or provision shall be disclosed to Parent, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. Any information obtained from the Company or any of its Subsidiaries pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions access contemplated by this Section 5.4 shall be subject to the Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date hereof until the Effective Time, subject to Applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsoffices, properties, assets, condition (financial or other), results of operations books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, attorneys, accountants and other advisors will not be required to furnish to Parent or Subsidiary its Representatives any of their internal documents or the Company, as the case may be, shall reasonably requestmaterials); provided that, in each case, such access may be limited to the extent, that no such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 7.1 6.03, and such investigation shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or modify to disclose any representations (A) information if providing such access or warranties made herein disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or the conditions (C) information protected by attorney-client privilege to the obligations extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the respective parties to consummate case of clauses (A) and (C), the Merger. Parent and its subsidiaries shall hold and Company shall use their reasonable best efforts to cause allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the Parent Representatives to hold, and protection of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonattorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseclient privilege.

Access to Information. (a) The Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, the Company and Acquiror shall, and shall cause each of its subsidiaries shall respective Subsidiaries to, afford to Parent and Subsidiary and their respective the other party’s officers, directors, investment bankers, attorneys, accountants, counselfinancial advisors, financial advisors agents and other representatives (the "Parent collectively, “Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout during the period prior to the Effective Time Time, to all of their its respective properties, booksoffices, contracts, commitments books, commitments, records, data and records (including, but not limited to, Tax Returns) personnel and, during such period, each of the Company and Acquiror shall, and shall furnish promptly to one another (i) a copy cause each of each reportits respective Subsidiaries to, schedule and other document filed or received by any of them pursuant make available to the requirements Representatives of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesother party all information concerning its business, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company and Acquiror may reasonably request. In connection with due diligence that each of the Company and Acquiror will conduct, each of the Company, Acquiror and its respective Subsidiaries agrees to cooperate fully with all reasonable aspects of the other party’s due diligence process. In this context, cooperation includes making available to the authorized Representatives of the Company or Acquiror, as the case may be, all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, records and other information and materials that such party reasonably requests relevant to such analysis. Each of the Company and Acquiror and each of its Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas the other party reasonably considers to be relevant to overall corporate compliance. Notwithstanding the foregoing provisions of this Section 7.2(a), neither the Company, Acquiror, nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that the Company or Acquiror, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and use its subsidiaries shall hold and shall use their reasonable best efforts to cause provide such access or information in a manner that avoids or removes the Parent Representatives to hold, and the impediments described in this sentence. The Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the CompanyAcquiror, as the case may be, will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in connection with which the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and restrictions of the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.

Access to Information. (a) The Company Upon reasonable notice and its subsidiaries subject to applicable laws, each of BancPlus and FTC, for the purposes of verifying the representations and warranties of the other and preparing for the Share Exchange and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial 60 {JX489484.11} PD.35183901.7 advisors and other representatives (of the "Parent Representatives") other party, access, upon reasonable prior notice and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of BancPlus and FTC shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by federal or state banking laws (other than reports or documents which it or any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel its Subsidiaries is not permitted to disclose under applicable law) and (ii) such all other information concerning their respective businessesits and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent the other party may reasonably request. Neither BancPlus nor FTC nor any of their respective Subsidiaries shall be required to provide access to or Subsidiary to disclose information where such access or disclosure would violate or prejudice the Companyrights of BancPlus’s or FTC’s, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend customers, jeopardize the attorney-client privilege of the institution in possession or modify any representations or warranties made herein or the conditions control of such information (after giving due consideration to the obligations existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will attempt to obtain waivers or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.

Access to Information. Subject to currently existing contractual and legal restrictions applicable to IGL (a) The Company which IGL represents and warrants do not require it to withhold information which is material and adverse to IGL and its subsidiaries Subsidiaries taken as a whole) or to FTX (which FTX represents and warrants do not require it to withhold information which is material and adverse to FTX and its Subsidiaries taken as a whole), IGL and FTX shall, and shall afford cause each of its respective Subsidiaries to, afford, during normal business hours during the period from the date of this Agreement through the Effective Time, to Parent and Subsidiary and their respective the accountants, counsel, financial advisors advisors, officers and other representatives (of the "Parent Representatives") other reasonable access to, and Parent and permit them to make such inspections as may reasonably be requested of, its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited towithout limitation, Tax Returns) the work papers of independent public accountants), and also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, IGL and FTX shall, and shall cause each of its respective Subsidiaries to, furnish promptly to one another the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businesses, operations, its properties, assets, condition (financial or other), results of operations business and personnel as Parent or Subsidiary or the Company, as the case other may be, shall reasonably request; provided that no . From the date of this Agreement through the Effective Time, IGL and FTX shall consult with each other regarding any inquiries made by antitrust regulatory authorities, including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 7.1 5.4 shall amend affect any representation or modify warranty in this Agreement of any representations party hereto or warranties made herein or the conditions any condition to the obligations of the respective parties hereto. All information obtained by IGL or FTX pursuant to consummate the Merger. Parent and its subsidiaries this Section 5.4 shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, be kept confidential in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection accordance with the transactions contemplated by this AgreementConfidentiality Agreement dated July 30, except that (i) Parent1997 among IGL, Subsidiary FTX and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseFRP.

Access to Information. (a) The Upon reasonable prior notice, the Company shall, and shall cause its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full Representatives reasonable access during normal business hours throughout hours, in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to the Effective Time Time, to all of their respective the properties, booksoffices, contractspersonnel, commitments other facilities and all books and records (includingof the Company and its Subsidiaries, but not limited to, Tax Returns) and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to one another (i) a copy of each reportParent and its Representatives, schedule all other data, information, agreements and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesdocuments concerning its business, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary its Representatives may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or its Subsidiaries requires the Company, as its Subsidiaries to preclude Parent or its Representatives from gaining access to such properties or information; provided, further, that the case may beCompany shall use its commercially reasonable efforts to obtain the required consent of any third party necessary to provide such disclosure under clause (i) above; provided, shall reasonably request; provided further, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Representatives shall hold not have access to individual medical histories or information that is subject to attorney client privilege (provided, that with respect to any such privileged information, the Company shall promptly provide a description of any information, documents, data or other material withheld (without disclosing privileged information) and the reason for which it was withheld), nor shall use their reasonable best efforts they be permitted to conduct any environmental sampling. Parent will hold, and will cause the Parent its Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial documents received or administrative order provided pursuant to disclose.this

Access to Information. Upon reasonable notice, Saratoga and SJNB shall (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company other and its accountantstheir representatives and advisors access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Closing Date, to all of their respective the properties, books, contracts, commitments and records of Saratoga (including, but not limited to, Tax Returnsin the case of Saratoga) and of SJNB (in the case of SJNB) and, during such period, each of Saratoga and SJNB shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other and their representatives and advisors (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them pursuant to the requirements of federal Saratoga or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanySJNB, as the case may be, shall reasonably request; provided that no investigation during such period pursuant to this Section 7.1 shall amend the requirements of Federal securities laws or modify any representations Federal or warranties made herein state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the conditions to the obligations business, properties and personnel of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary Saratoga or to the Companyof SJNB, as the case may be, as such other party may reasonably request. SJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in connection confidence to the extent required by, and in accordance with, the provisions of the letter dated July 28, 1998, between Saratoga and SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to SJNB and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the transactions contemplated by this extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that (i) Parentdeeming, Subsidiary and the Company may disclose for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as may be necessary in connection with seeking if such provisions applied by their terms to such information of SJNB and its Subsidiaries, as well as to such information of Saratoga and its Subsidiaries. No investigation by either SJNB, on the Parent Required Statutory Approvalsone hand, or Saratoga, on the Company Required Statutory Approvals other hand, shall affect the representations and warranties of the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseother.

Access to Information. (a) The Company Upon reasonable notice and its subsidiaries subject to applicable laws, each of Parent and Target, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsother party, counselaccess, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of Parent and Target shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by federal or state banking laws (other than reports or documents which it or any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel its Subsidiaries is not permitted to disclose under applicable law) and (ii) such all other information concerning their respective businessesits and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as the other party may reasonably request. Neither Parent nor Target nor any of their respective Subsidiaries shall be required to provide access to or Subsidiary to disclose information where such access or disclosure would violate or prejudice the Companyrights of Parent’s or Target’s, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend customers, jeopardize the attorney-client privilege of the institution in possession or modify any representations or warranties made herein or the conditions control of such information (after giving due consideration to the obligations existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.

Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives representatives, reasonable access (the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Effective Time to to: (i) all of their respective the properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries Subsidiaries, including all Company Intellectual Property (including access to source code, but not to detailed information concerning design processes, design specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall hold and shall use their reasonable best efforts to cause only occur on the premises of the Company Representatives in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to holdhave Company engineering personnel available, as provided in subpart 4; (3) Parent and its representatives shall be permitted to take notes during such access provided that (A) on each day such notes are taken, Company shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in strict confidence which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and all noncapitalization and equity compensation information that is necessary for Parent to promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-public documents Based Payments” promulgated by the Financial Accounting Standards Board, (ii) all other information concerning the business, properties and information furnished personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent. The Company agrees to promptly provide to Parent and Subsidiary or to the Companyits accountants, as the case may be, in connection with the transactions contemplated by this Agreement, except that counsel and other representatives copies of such internal financial statements (iincluding Tax Returns and supporting documentation) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably requested.

Access to Information. (a) The Upon reasonable notice to the Company, the Company shall, and shall cause its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsofficers, counseldirectors, financial advisors employees and other representatives Representatives to, (the "Parent Representatives"i) afford Parent’s and Parent Merger Sub’s officers and its subsidiaries shall afford to the Company Parent’s and its accountantsMerger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective Representatives, officers, employees, properties, facilities, books, contractsContracts, commitments and records (including, but not limited to, including Tax Returns), reports (including draft and final reports of Deloitte & Touche LLP relating to the 2017 audited financials as and when furnished to the Company), work papers, correspondence and any other such assets, documents and information of or relating to the Company that is in the possession, custody or control of the Company or its Representatives (whether in physical or electronic form) and, during such period, and shall furnish Parent and Merger Sub financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request, (ii) upon reasonable request from Parent or Merger Sub, use reasonable efforts to afford Parent’s and Merger Sub’s officers and other authorized Representatives reasonable access to the Company’s suppliers and material customers and (iii) promptly furnish Parent and Merger Sub with a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to one another matters unrelated to the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) a copy of each report, schedule and jeopardize any attorney-client or other document filed legal privilege or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businessescontravene any Applicable Law, operations, properties, assets, condition fiduciary duty or binding confidentiality obligation of the Company (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, so long as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their Company has used such reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary requested by Parent to make appropriate substitute arrangements, to permit reasonable disclosure not in connection with seeking violation of such Applicable Law, agreement or duty); provided, further, that information shall be disclosed subject to the Parent Required Statutory Approvalsexecution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, in each case, to the extent that the Company Required Statutory Approvals and determines that doing so would permit the Company Stockholders' Approval and (ii) each disclosure of Parentany such information without violating any Applicable Laws, Subsidiary and the Company may disclose including applicable Antitrust Laws, or jeopardizing any information that it is required by law or judicial or administrative order to disclosesuch legal privilege.

Access to Information. (a) The Except as set forth in Section 5.03 of the Company Disclosure Schedule, upon reasonable notice, the Company shall, and shall cause each of its subsidiaries shall to (in order to permit Parent to evaluate the transactions contemplated by this Agreement), (i) at reasonable intervals from time to time, confer with Parent to report on operational matters and other matters reasonably requested by Parent and (ii) afford to Parent and Subsidiary and their respective to its officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments commitments, directors, officers, attorneys, accountants, auditors (and, to the extent within the Company's control, former auditors), other advisors and representatives, records (includingand personnel, but only to the extent that such access does not limited tounreasonably interfere with the business or operations of the Company or any such subsidiary, Tax Returns) and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to one another Parent (ia) a copy of each material report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal, state or state securities local, domestic or foreign, laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) such other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant the Company shall not be required to this Section 7.1 shall amend (or modify to cause any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries to) so confer, afford such access or furnish such copies or other information if doing so would, or would reasonably be expected to, subject the Company to liability under, or constitute a violation of, applicable laws or confidentiality obligations to a third party. All such information shall hold and shall use their reasonable best efforts to cause constitute Information (as such term is defined in the Parent Representatives to holdConfidentiality Agreement dated as of November 6, and 2001, between the Company and its subsidiaries shall hold Parent (the "Confidentiality Agreement")) and shall use their reasonable best efforts be subject thereto as provided therein, and Parent shall, and shall cause its advisors and representatives who receive Information to cause the Company Representatives to holdagree to, hold all such Information in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Companyextent required by, as and in accordance with, the case may be, in connection with terms of the transactions contemplated by Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford Upon reasonable notice to the Company Company, the Acquired Companies shall, and its accountantsshall use reasonable best efforts to cause their Representatives to, counselafford Parent’s and Merger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsRepresentatives, properties, assets, condition facilities, books, Contracts, Permits, records (financial or otherincluding Tax Returns), results reports, correspondence and any other documents and information of operations and personnel as Parent the Acquired Companies (whether in physical or Subsidiary or the Companyelectronic form), as the case provided, that, in each case, such access may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions be limited to the obligations extent the Company reasonably determines, in light of the respective parties Coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Authority), that such access would jeopardize the health and safety of any Acquired Company’s employee; provided, however, that the Company shall use its reasonable best efforts to consummate allow for such access or as much of such access as is possible in a manner that does not jeopardize the Mergerhealth and safety of such employees. Parent and its subsidiaries shall hold In addition, the Acquired Companies shall, and shall use their reasonable best efforts to cause their Representatives to, furnish Parent and Merger Sub all financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request. Notwithstanding the foregoing, the Acquired Companies shall not be required to disclose any information to Parent Representatives to hold, and the extent the Company and its subsidiaries shall hold and reasonably determines such disclosure (i) would jeopardize the attorney-client privilege, (ii) would reasonably be expected to result in a loss of Trade Secret protection or (iii) would contravene any Applicable Law; provided that the Company shall use their its reasonable best efforts (A) to cause the Company Representatives allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to hold, in strict confidence all non-public documents and develop an alternative to providing such information furnished so as to address such matters that is reasonably acceptable to Parent and Subsidiary or to the Company, as . With respect to all information provided to Parent or any of its Representatives by the case may be, Company or any of its Representatives in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Agreement and the Company may disclose such consummation of the Transactions (including any information as may be necessary disclosed pursuant to this Section 6.04) Parent agrees that all information provided to it or any of its Representatives in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals this Agreement and the Company Stockholders' Approval consummation of the Transactions shall be deemed to be Confidential Information (as such term is used in the Confidentiality Agreement) and (ii) each of Parent, Subsidiary and shall be treated in accordance with the Company may disclose any information that it is required by law or judicial or administrative order to discloseConfidentiality Agreement.

Access to Information. (a) The During the Pre-Closing Period, the Debtors agree to, upon request keep the Backstop Parties reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and, subject to applicable non-disclosure agreements and the terms thereof, use commercially reasonable efforts to provide the Backstop Parties any information reasonably requested regarding the Company or any of its direct and indirect subsidiaries shall afford to Parent and Subsidiary provide, and their respective accountantsdirect the Company’s current employees, counselofficers, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to provide, to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another Consenting Noteholders Advisors: (i) a copy of each report, schedule and other document filed or received by any of them pursuant reasonable access to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesCompany’s books, properties or personnel records, and facilities, and (ii) such other information concerning their respective businessesreasonable access to the senior management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, propertiesbusinesses, assetsfinances, condition strategies, prospects, and affairs, provided that the foregoing obligation shall not require the Issuer or any Debtor or any of their employees, officers, advisors or other representatives to (financial 1) take any action or other)share any information which is restricted or prohibited by obligations of confidentiality binding on the Issuer or any Debtor, results of operations and personnel as Parent or Subsidiary applicable Law or the Companyrules of any applicable securities exchange (provided, that such Issuer or Debtor, as applicable, must only withhold the case may beportion of such information or materials that are actually subject to such confidentiality obligations, shall reasonably request; provided that no investigation applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the aforementioned, use commercially reasonable efforts to provide such withheld information or materials to counsel to the Backstop Parties pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this a Confidentiality Agreement, except that ) nor (i2) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any document or share any information that it is required by law over which the Issuer or judicial any Debtor asserts any legal professional privilege nor waive or administrative order to discloseforego the benefit of any applicable legal professional privilege.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments commitments, and records (including, but not limited to, Tax Returns) and, and during such period, period shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable its best efforts to cause the Company Representatives to hold, hold in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Subsidiary, and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals Approvals, and the Company StockholdersShareholders' Approval Approval, and (ii) each of Parent, Subsidiary Subsidiary, and the Company may disclose any information that it any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 7.1 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 writing whatsoever prepared by Parent or Company based on the information in such material shall be destroyed (and Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent and its subsidiaries, taken as a whole.

Access to Information. (a) The From and after the date of this Agreement, subject to the requirements of applicable Law, the Company and its subsidiaries shall afford to will (i) give Parent and Subsidiary Merger Sub and their respective authorized officers, employees, accountants, counselinvestment bankers, financial advisors counsel and other representatives reasonable access (the "Parent Representatives"during regular business hours upon reasonable notice) and Parent and its subsidiaries shall afford to the Company and its accountantssuch employees, counselplants, financial advisors offices, warehouses and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior facilities at reasonable times and to the Effective Time to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, including Tax Returns) andof the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Merger Sub may from time to time reasonably request, (iv) furnish promptly to one another (i) Parent and Merger Sub a copy of each report, schedule and other document filed or received by any of them the Company during such period pursuant to the requirements of the federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesLaws, properties or personnel and (iiv) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and use its subsidiaries shall hold and shall use their reasonable best efforts to cause assist Parent in obtaining reasonable physical access to the Manufacturing Facility in order for Parent Representatives to holdmake such inspections as it may reasonably request. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person; provided, however, that in the case of clause (A) and (B), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law, and otherwise the Company and its subsidiaries shall hold and shall use their its reasonable best efforts to cause the Company Representatives to holdinstitute appropriate substitute disclosure arrangements, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as extent practicable in the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosecircumstances.

Access to Information. (a) The Company and its subsidiaries the Company's officers, directors, employees and agents shall afford the officers, employees and agents of AMRE and Merger Sub complete access at all reasonable times to Parent and Subsidiary and their respective accountantsits officers, counselemployees, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsagents, counselproperties, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective propertiesfacilities, books, contracts, commitments records and records (including, but not limited to, Tax Returns) and, during such period, contracts and shall furnish promptly to one another (i) a copy of each reportAMRE and Merger Sub all financial, schedule operating and other document filed data and information as AMRE and Merger Sub through their officers, employees or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which agents, may have a material effect on reasonably request. AMRE and Merger Sub will hold and will cause their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant representatives to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to Parent and Subsidiary AMRE or to the Company, as the case may be, Merger Sub in connection with the transactions contemplated by this Agreement, Agreement (except to the extent that such information can be shown to have been (i) Parentpreviously known by AMRE or Merger Sub (or their respective affiliates) prior to its disclosure to AMRE or Merger Sub by the Company, Subsidiary (ii) in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and the Company may will not release or disclose such information as may be necessary to any other person, except in connection with seeking this Agreement to their respective auditors, attorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the Parent Required Statutory Approvalscase may be, has caused such financial institutions and individuals to agree to be bound by the Company Required Statutory Approvals provisions of this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and the Company Stockholders' Approval shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and (ii) each of Parent, Subsidiary their respective representatives may provide such documents and the Company may disclose any information that it is required by law in connection with its SEC filings or in response to judicial or administrative order process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to disclosebe furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE or Merger Sub will destroy or return to the Company all copies of written information furnished by the Company to AMRE, Merger Sub or their respective affiliates, agents, representatives or advisers.

Access to Information. (a) The Company HoldCo and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company will, and will cause each Company Subsidiary to, afford Parent and its accountants, counsel, financial advisors counsel and other representatives (the "Company Representatives") full Representatives reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Company Merger Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel (subject to such reasonable procedures as the parties may agree), contractsas Parent may reasonably request, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall upon request by Parent, the Company will, and will cause each Company Subsidiary to furnish promptly to one another (i) Parent a copy of each any report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts will reasonably cooperate with Parent with respect to cause transition of employees following the Closing; provided, however, that the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires such party to restrict or prohibit access to any such properties or information. Notwithstanding the foregoing, (a) no information retrieved from the Company's financial reporting system will be made available to Persons who are directly involved in pricing or any other competitive activity at Parent or any Parent Subsidiary, as (b) Parent shall not use any information obtained from the case may be, in connection with Company or any Company Subsidiary pursuant to the transactions access contemplated by this Section 8.10 for any purposes other than assessing the financial condition of the Company for purposes of this Agreement, except and (c) Parent will not share, provide or sell the information to any third party or use the information in any manner that (i) Parentcould reasonably be considered a restraint on competition or result in a violation of any applicable law. In addition, Subsidiary and any information obtained from the Company may disclose such information as may or any Company Subsidiary pursuant to the access contemplated by this Section 8.10 shall be necessary in connection with seeking subject to the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseConfidentiality Agreement.

Access to Information. From the date hereof until the Effective Time, upon reasonable notice the Company will (aand will cause each of its Subsidiaries to) The give Merger Sub, its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) providing or proposed to provide financing in connection with this Agreement and the transactions contemplated hereby full access during normal business hours to its offices, properties, books and records, will allow them to inspect and make copies of contracts, books and records and all other documents and information that they may reasonably request related to the operations and business of the Company and its subsidiaries shall afford Subsidiaries, will (and will cause each of its Subsidiaries to) furnish to Parent them such financial and Subsidiary operating data and other information as they may reasonably request, will allow them to meet with designated personnel of the Company or its Subsidiaries and/or their respective accountantsrepresentatives, and will instruct its employees, counsel, financial advisors and other representatives (accountants to cooperate with them in their investigation of the "Parent Representatives") and Parent and its subsidiaries shall afford to business of the Company and its accountantsSubsidiaries; provided, counselhowever, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 5.5 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty given by the Company to Merger Sub hereunder. Unless otherwise required by law, Merger Sub and its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) shall hold any such information which is nonpublic in confidence in accordance with the provisions of the Confidentiality Agreement. The Company shall promptly deliver to Merger Sub correct and complete copies of any report, statement or schedule filed with the conditions SEC subsequent to the obligations date of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford accountants, counsel and other representatives, reasonable access, off premises, during normal business hours to the books, analysis, projections, plans, systems, contracts, commitments and records of the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access Subsidiaries during normal business hours throughout the period prior to the Effective Time to obtain all information concerning the business of their respective the Company and its Subsidiaries, including the status of product development efforts, properties, booksresults of operations and personnel of the Company and its Subsidiaries (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, contractsit being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes) and use all reasonable efforts to make available at all reasonable times during normal business hours to Parent and its representatives, commitments the Presidents of its major subsidiaries and records such other personnel requested by Parent that the Company believes will not disrupt the Company’s business (includingwhich access shall be arranged by the Company’s CEO or CFO), but not limited toand its attorneys, Tax Returns) andaccountants and other professionals for discussion of the Company and its Subsidiaries’ business, during properties, prospects and personnel. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to one another Parent at its request (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes). Notwithstanding anything else in this Section 7.4(b) to the contrary, the Chief Executive Officer of the Company shall arrange for the Chief Executive Officer of Parent to be granted reasonable access to the officers and managers of the Company, ’s Subsidiaries as reasonably requested by the case may be, shall reasonably request; provided that no investigation Chief Executive Officer of Parent. Any information obtained from the Company or any of its Subsidiaries pursuant to the access contemplated by this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations Confidentiality Agreement. Nothing herein shall limit in any way the full and complete access of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts representatives to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts Subsidiaries following the Purchase Time, including, without limitation, access to cause all documents, data, properties, personnel or other information or Intellectual Property of the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseits Subsidiaries.

Access to Information. (a) The Between the date hereof and the Effective Time, the Company shall, shall cause each of its subsidiaries to, and shall use its reasonable efforts to cause each of the Company Non-Subsidiary Entities to, (i) give Parent and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, authorized representatives (including counsel, financial advisors and other representatives (the "Parent Representatives"auditors) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time hours, and upon reasonable advance notice in writing, to all of their respective properties, books, contracts, commitments facilities and books and records (includingof the Company, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule its subsidiaries and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Company Non-Subsidiary Entities and (ii) permit such inspections as Parent may reasonably require and furnish Parent with such financial and operating data and other information concerning their respective businesseswith respect to the business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or of the Company, its subsidiaries and the Company Non-Subsidiary Entities as the case Parent may be, shall from time to time reasonably request; , provided that no investigation pursuant to this Section 7.1 5.3(a) shall amend affect or be deemed to modify any of the representations or warranties made herein by the Company hereto and all such access shall be coordinated through the Company or its designated representatives, in accordance with such reasonable procedures as they may establish. Between the conditions date hereof and the Effective Time, Parent shall, shall cause each of its subsidiaries to, (i) give the Company and its authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours, and upon reasonable advance notice in writing, to the obligations all properties, facilities and books and records of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and permit such inspections as the Company may disclose reasonably require and furnish the Company with such financial and operating data and other information with respect to the business, properties and personnel of Parent and its subsidiaries as the Company may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any information that it is required of the representations or warranties made by law Parent and Merger Sub hereto and all such access shall be coordinated through Parent or judicial or administrative order to discloseits designated representatives, in accordance with such reasonable procedures as they may establish.

Access to Information. Upon reasonable advance notice, between the date of this Agreement and the Closing Date, the Company shall (ai) The Company and give K Holdings, its subsidiaries shall afford to Parent and Subsidiary potential financing sources and, as applicable, its and their respective accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the collectively, "Parent K Holdings' Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective offices, properties, books, contracts, commitments books and records (including, without limitation, all Tax Returns and other Tax-related information) of the Company and its Subsidiaries, (ii) furnish to K Holdings' Representatives such financial and operating data and other information (including, without limitation, all Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with K Holdings in its investigation of the business of the Company and its Subsidiaries; provided; however, that such access shall only be provided to the extent that such access would not violate applicable laws or the terms of any Company Contract. Without limiting the foregoing, K Holdings and its representatives shall be allowed to conduct an environmental investigation of the Company, its Subsidiaries and their properties, including, at K Holdings' discretion, the performance of environmental sampling. The Company and its Subsidiaries shall fully cooperate with K Holdings and its representatives in connection with such investigation, including, but not limited to, Tax Returns) andmaking available personnel, during such period, shall furnish promptly outside contractors and outside consultants with knowledge of environmental matters pertaining to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as its Subsidiaries and their properties, making available relevant documents related to such matters, and providing necessary assistance with respect to any proposed environmental sampling, including providing accurate information regarding subsurface utilities or structures that could interfere with or prevent such proposed sampling. Any information relating to the case may be, shall reasonably request; provided that no investigation Company or its Subsidiaries made available pursuant to this Section 7.1 5.3, shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations provisions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, Confidentiality Agreement (as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosedefined herein).

Access to Information. (a) The Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Purchaser, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Purchaser (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC federal or which may have a material effect on their respective businessesstate banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or Purchaser may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, as the case may beif any, shall reasonably commissioned by Company at Purchaser’s request; provided that no investigation pursuant ) in order to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate amounts potentially payable to senior executives of Company in connection with the Mergerconsummation of the transactions contemplated by this Agreement. Parent Upon the reasonable request of Company, Purchaser shall furnish such reasonable information about it and its subsidiaries shall hold and shall use their reasonable best efforts business as is relevant to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, shareholders in connection with the transactions contemplated by this Agreement, except that including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (iafter giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) Parentor contravene any law, Subsidiary and rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Company may disclose such information as may be necessary date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in connection with seeking which the Parent Required Statutory Approvals, restrictions of the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to Each of the Company and Parent shall, and shall cause each of its accountantsSubsidiaries to, counsel, financial advisors and afford the other representatives (the "Company Representatives") full party’s Representatives reasonable access during normal business hours throughout (at the period prior requesting party’s cost) and upon reasonable advance notice and under the supervision of appropriate personnel of the other party to the Effective Time to all of their respective its and its Subsidiaries’ properties, books, contracts, commitments books and records (includingincluding Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, but not limited toand shall furnish, Tax Returns) andand shall cause to be furnished, during such period, shall furnish as promptly as reasonably practicable to one another (i) a copy of each report, schedule the requesting party consistent with its legal obligations and other document filed or received by any of them obligations pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such Contracts all other information concerning their respective businessesthe other party’s business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case requesting party may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 (a) such access shall amend not unreasonably interfere with the business or modify any representations or warranties made herein or the conditions to the obligations operations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdCompany or Parent, and (b) the Company and Parent shall not be obligated to provide such access or information if the party receiving the request determines, in its subsidiaries shall hold and shall use their reasonable best efforts judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to cause a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or Personal Information (any such information, the “Restricted Information”), (c) the Company Representatives and Parent will be permitted to hold, in strict confidence all non-public documents and redact any information furnished to Parent and Subsidiary or documentation provided to the Companyextent that such information or documentation includes competitively or commercially sensitive information, as the case may be, in connection with and (d) Parent shall only be required to provide information or documentation that is (x) reasonably necessary to consummate the transactions contemplated by this Agreement, except (y) reasonably related to a good faith belief by the Board of Directors of the Company that Parent has breached this Agreement, or (z) necessary to comply with the Company’s obligations under Article V of this Agreement and applicable Law; provided, further, that the Company and Parent may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or Parent and to the extent required by applicable Law or Contract to which the Company or Parent is a party. In conducting any inspection of any properties of the Company or Parent, the requesting party and its Representatives shall not (i) Parent, Subsidiary and unreasonably interfere with the Company may disclose business conducted at such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and property or (ii) each of Parent, Subsidiary damage any property or any portion thereof. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company may disclose or Parent to permit the inspection of, or to disclose, any Acquisition Proposals or any information that it regarding or related to the deliberations of the Board of Directors of the Company or Parent with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company or Parent in connection therewith, in each case, except to the extent such information is required by law or judicial or administrative order to disclosebeing disclosed in the Form S-4 and/or Proxy Statement/Prospectus.

Access to Information. (a) The Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated December 1, 2006, between the Company and Parent (as assignee of the rights and obligations of Xxxxxxx, Dubilier & Rice, Inc.), as amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "of Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments and records (includingincluding customary management reports and financial information), but not limited to, Tax Returns) and, and during such period, the Company shall furnish promptly (and shall cause each of its Subsidiaries to) make available and known to one another Parent and its representatives (ia) a copy of each report, schedule schedule, registration statement and other document filed filed, furnished or received by any of them it during such period pursuant to the requirements of the federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesfederal Tax laws (other than routine reports, properties or personnel schedules, registration statements and documents) and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided, however, that such access and information shall only be provided to the extent that no investigation such access or the provision of such information would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that (x) in the reasonable good faith judgment of the Company would result in the disclosure of any trade secrets of third Persons or (y) violate any of the Company’s obligations with respect to confidentiality if the Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries or (iii) to permit invasive testing of any of the Company’s or its Subsidiaries’ real property. All requests for information made pursuant to this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be directed to the obligations Vice President — Mergers and Acquisitions of the respective parties to consummate the MergerCompany or such Person as may be designated by him. Parent and its subsidiaries In no event shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts be required to cause the Company Representatives supply to holdParent, in strict confidence all non-public documents and or Parent’s officers, employees, accountants, counsel or other representatives, any information furnished relating to Parent and Subsidiary indications of interest from, or to discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required under Section 6.2. In the case may beevent of a termination of this Agreement for any reason, Parent shall, in connection accordance with the transactions contemplated by this terms of the Confidentiality Agreement, except that (i) return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries and any copies made of such documents for Parent, Subsidiary and except to the Company may disclose extent that, in Parent’s reasonable judgment, retention of such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law to assert any of its rights under this Agreement or judicial to defend itself or administrative order to discloseSub against any liability asserted against them, in which case such information shall be returned or destroyed promptly following the resolution of such matter.

Access to Information. (a) The Company shall, and its subsidiaries shall cause each of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, afford to the Parent and Subsidiary the Acquiror and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout from the period prior to date hereof until the Effective Time Closing to all of their respective the properties, books, contracts, commitments commitments, personnel, reports and records of or relating to the Company, any of the License Subsidiaries or any of the Excluded Entities (includingin the case of the Excluded Entities, but not limited solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) and during such period the Company shall, and shall cause each of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, Tax Returns) and, during such period, shall furnish promptly to one another the Parent and the Acquiror, and to any other person that the Parent and the Acquiror may reasonably request (ia) a copy of each report, schedule schedule, disclosure statement and other document that relates in whole or in part to this Agreement, the FCC Licenses or the Acquiror or the Parent filed by it during such period in the Bankruptcy Case, (b) such operating reports, financial reporting packages and other operational and/or financial information sent to management or received the Board of Directors or to the banks with whom the Company and the License Subsidiaries maintain credit facilities or lines of credit or to the Creditors’ Committee and (c) all other information concerning its business, properties and personnel as the Acquiror may reasonably request; provided, however, that nothing in this Section 5.2 or otherwise shall require the Company to furnish to the Acquiror or Parent (i) any materials prepared by the Company’s financial advisors or legal advisors with respect to an Alternative Proposal (as defined herein), (ii) access or information in violation of applicable Law or (iii) access or information relating to (A) any of the Excluded Entities to the extent that such information is not related to Taxes and does not relate to the FCC Licenses (including for these purposes network operations on spectrum encompassed within the FCC Licenses), this Agreement or the Transaction Documents or (B) to the extent that such information is not related to Taxes, the assets and liabilities of the Company or any of the License Subsidiaries to be assigned to or assumed by any of them the Excluded Entities pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseBankruptcy Plan.

Access to Information. (a) The Company and its subsidiaries Subject to applicable law, Telemate shall afford to Parent and Subsidiary and their its respective accountants, counsel, financial advisors and other representatives (the "Parent RepresentativesPARENT REPRESENTATIVES") and Parent and its subsidiaries Subsidiaries shall afford to the Company Telemate and its accountants, counsel, financial advisors and other representatives (the "Company RepresentativesTELEMATE REPRESENTATIVES") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returnsincluding tax returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the Transactions and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, either Company shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 6.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Telemate shall hold and shall use their reasonable best efforts to cause the Parent Telemate Representatives to hold, and the Company Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Parent Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the each Company, as the case may be, in connection with the transactions Transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Telemate and the Company Parent may disclose such information as may be necessary in connection with seeking the Parent Telemate Required Statutory Approvals, the Company Telemate Shareholders' Approval, Parent Required Statutory Approvals and the Company StockholdersParent Shareholders' Approval Approval, and (ii) each of Parent, Subsidiary Telemate and the Company Parent may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any of its Subsidiaries by Third Parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information that is subject to attorney-client privilege or other privilege from disclosure, the Company shall, and shall cause its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective accountantsits Representatives reasonable access, counselduring normal business hours, financial advisors and other representatives (in such manner as to not unreasonably interfere with the "Parent Representatives") and Parent and its subsidiaries shall afford to normal operation of the Company and its accountantsSubsidiaries, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contractsContracts, commitments and records (including, but not limited tocommitments, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy records and appropriate officers and employees of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold Subsidiaries, and shall furnish Parent and its Representatives with existing financial and operating data and other information concerning the affairs of the Company and its Subsidiaries as such Representatives may reasonably request; provided, that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, further, that Parent and its Representatives shall not be permitted to perform any environmental sampling at any Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by Parent, Merger Sub and their respective Representatives shall be subject to the Confidentiality Agreement. The Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, use their commercially reasonable best efforts to cause the Company Representatives to hold, cooperate with Parent in strict confidence all non-public documents and information furnished to Parent and Subsidiary or integration planning (including data systems migration) to the Companyextent permissible under Applicable Law; provided, as that such efforts shall not be required to the case may be, in connection extent they would unreasonably interfere with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and ordinary course operations of the Company may disclose such information as may be necessary in connection with seeking business of the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseAcquired Companies.

Access to Information. (a) The Each of the Buyer and the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its other party's officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "Company Representatives") full access representatives, reasonable access, during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (including, but not limited to, Tax Returns) and, during such period, each of the Buyer and the Company shall furnish promptly to one another the other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) such all other information concerning their respective businesses, operationsits business, properties, assets, condition (financial or other), results of operations assets and personnel as Parent or Subsidiary or the Company, as the case other party may be, shall reasonably request; provided that no . Each of the Buyer and the Company will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 7.1 or otherwise shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties to consummate the Merger. Parent Without limiting the generality of the foregoing, following the date hereof, subject to applicable law, the Company shall promptly provide to the Buyer copies of: (a) all material operating and its subsidiaries shall hold and shall use their reasonable best efforts to cause financial reports prepared by the Parent Representatives to holdCompany for the Company's senior management, and including (i) copies of the unaudited monthly consolidated balance sheets of the Company and its subsidiaries shall hold the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval statements of cash flows and (ii) each copies of Parentany sales forecast, Subsidiary marketing plans, development plans, discount reports, write off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (b) any written materials or communications sent by the Company to its stockholders; (c) any material notice, document or other communication sent to any party to any Company Material Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Company may disclose any information Material Contract and that it is required by law or judicial or administrative order to discloseof the type sent in the ordinary course of business and consistent with past practices).

Access to Information. (a) The Company Between the date of this Agreement and its subsidiaries the Closing Date, the Selling Companies shall, and shall afford cause each of their Subsidiaries and each of the Selling Companies' and their Subsidiaries' officers, employees, accountants, counsel and other representatives and agents to, give Parent and Merger Subs and their representatives reasonable access upon reasonable notice and during times mutually convenient to Parent and Subsidiary Merger Subs and senior management of the Selling Companies to the facilities, properties, employees, books and records of the Selling Companies and their respective Subsidiaries and financial and operating data and other information with respect to the business and operations of the Selling Companies and their Subsidiaries as from time to time may be reasonably requested, provided that nothing in this Agreement shall require Fluent to provide to Parent and the Merger Subs any information reasonably deemed by Fluent in good faith to be competitively sensitive. The Selling Companies shall provide such financial and other information regarding the business that is available and is reasonably requested by Parent. The Selling Companies shall make available to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (of Parent upon the "Parent Representatives") and reasonable request of Parent and its subsidiaries shall afford to the Company and its during normal working hours all officers, accountants, counsel, financial advisors counsel and other representatives (or agents of the "Company Representatives") full access during normal business hours throughout Selling Companies or their Subsidiaries for discussion of the period prior to the Effective Time to all Selling Companies' or any of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective Subsidiaries' businesses, properties or personnel as Parent may reasonably request. All requests for access to the officers, employees, accountants, counsel and (ii) such other representatives of the Selling Companies or any information concerning their respective businesses, operations, properties, assetsbooks, condition (financial or other)Contracts, results of operations records and personnel as shall be submitted or directed by Parent exclusively to an individual or Subsidiary or individuals to be designated by the CompanySelling Companies. Prior to the Fourth Effective Time, as Parent and Merger Subs shall hold in confidence all such information on the case may be, shall reasonably request; provided that no investigation pursuant terms and subject to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to contained in the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, (i) the Company shall afford Acquiror and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout to (A) the period prior to the Effective Time to all of their respective Company’s properties, personnel, books, contracts, commitments Contracts and records and (including, but not limited to, Tax ReturnsB) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and all other document filed or received by any of them pursuant to information concerning the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or and personnel of the Company as Acquiror may reasonably request and (ii) the Company shall provide to Acquiror and its representatives true, correct and complete copies of the Company’s (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes for periods beginning after January 1, 2013, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company has been a party and (D) receipts for any Taxes paid to foreign Tax Authorities for periods beginning after January 1, 2013. Nothing in this Section 5.7 will require the Company or any of its Subsidiaries to disclose any information to Acquiror if such disclosure would, on the advice of counsel (i) jeopardize any attorney-client or other information concerning legal privilege or (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the Agreement Date (including any confidentiality agreement to which the Company, any Subsidiary or any of their respective businessesAffiliates is a party); provided, operationshowever, propertiesthat the Company agrees to use commercially reasonable efforts to establish a process that (through use of steps such as targeted redactions, assetsjoint defense agreements, condition (financial provision of information to counsel to review and summarize for Acquiror or other), results use of operations a “clean room” environment for analysis and personnel as Parent or Subsidiary or review of information by joint integration teams in coordination with counsel and the Company) will provide Acquiror with timely access to the fullest extent possible to the substance of the information described in this Section 5.7(a) in a manner that allows the Company to comply with applicable Legal Requirements, fiduciary duties and its confidentiality obligations to third parties or preserve the Company’s attorney-client privilege, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date of this Agreement until the Effective Time or the date this Agreement is terminated pursuant to Section 7.01, the Company and its subsidiaries shall afford to will (i) give Parent and Subsidiary Merger Sub and their respective accountantsRepresentatives reasonable access (during regular business hours upon reasonable notice) to all employees, counsel, financial advisors offices and other representatives (the "Parent Representatives") facilities and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contractsContracts, commitments and records (includingincluding Tax returns) of the Company and its Subsidiaries as Parent or Merger Sub may reasonably request, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) permit Parent and Merger Sub to make such inspections of the Company and its Subsidiaries and their respective properties and assets as they may reasonably require and (iii) cause its officers and those of its Subsidiaries and use its commercially reasonable efforts to cause its Representatives (including legal and accounting) to furnish Parent and Merger Sub and their respective Representatives with such financial and operating data and other information concerning their respective businesseswith respect to the business, operations, properties, assets, condition (financial or other), results of operations properties and personnel of the Company and its Subsidiaries as Parent or Subsidiary Merger Sub may from time to time reasonably request other than (x) information concerning Acquisition Proposals, which shall be governed by Section 5.03, (y) information that may not be disclosed pursuant to a protective order or confidentiality agreement entered into prior to the date of this Agreement and listed on Section 5.04 of the Company Disclosure Schedules (other than confidentiality agreements with parties which were engaged in discussions with the Company regarding possible Acquisition Proposals, which need not be listed), and (z) such portions of documents or materials that are subject to an attorney/client or an attorney work product privilege the provision of which, as determined by the Company’s counsel, as may eliminate the privilege pertaining to such portion of such documents, only, in the case may beof this clause (z), shall reasonably request; provided after the Company has endeavored in good faith to enter into arrangements with Parent that no would permit the Company to make such document or information available to Parent without eliminating the privilege (in whole or in part). No investigation by Parent or Merger Sub pursuant to this Section 7.1 5.04 or otherwise shall amend affect or be deemed to modify any representations representation or warranties warranty made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to by the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company Between the date of this Agreement and its subsidiaries the Closing Date, the Selling Companies shall, and shall afford cause each of their Subsidiaries and each of the Selling Companies’ and their Subsidiaries’ officers, employees, accountants, counsel and other representatives and agents to, give Parent and Merger Subs and their representatives reasonable access upon reasonable notice and during times mutually convenient to Parent and Subsidiary Merger Subs and senior management of the Selling Companies to the facilities, properties, employees, books and records of the Selling Companies and their respective Subsidiaries and financial and operating data and other information with respect to the business and operations of the Selling Companies and their Subsidiaries as from time to time may be reasonably requested, provided that nothing in this Agreement shall require Fluent to provide to Parent and the Merger Subs any information reasonably deemed by Fluent in good faith to be competitively sensitive. The Selling Companies shall provide such financial and other information regarding the business that is available and is reasonably requested by Parent. The Selling Companies shall make available to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (of Parent upon the "Parent Representatives") and reasonable request of Parent and its subsidiaries shall afford to the Company and its during normal working hours all officers, accountants, counsel, financial advisors counsel and other representatives (or agents of the "Company Representatives") full access during normal business hours throughout Selling Companies or their Subsidiaries for discussion of the period prior to the Effective Time to all Selling Companies’ or any of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective Subsidiaries’ businesses, properties or personnel as Parent may reasonably request. All requests for access to the officers, employees, accountants, counsel and (ii) such other representatives of the Selling Companies or any information concerning their respective businesses, operations, properties, assetsbooks, condition (financial or other)Contracts, results of operations records and personnel as shall be submitted or directed by Parent exclusively to an individual or Subsidiary or individuals to be designated by the CompanySelling Companies. Prior to the Fourth Effective Time, as Parent and Merger Subs shall hold in confidence all such information on the case may be, shall reasonably request; provided that no investigation pursuant terms and subject to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to contained in the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the date hereof until the Effective Time, subject to Applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsoffices, properties, assets, condition (financial or other), results of operations books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, attorneys, accountants and other advisors will not be required to furnish to Parent or Subsidiary its Representatives any of their internal documents or the Company, as the case may be, shall reasonably requestmaterials); provided that, in each case, such access may be limited to the extent, that no such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 7.1 ‎‎Section 6.03, and such investigation shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this ‎‎Section 6.03 shall require the Company to provide any access, or modify to disclose any representations (A) information if providing such access or warranties made herein disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or the conditions (C) information protected by attorney-client privilege to the obligations extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the respective parties to consummate case of clauses (A) and (C), the Merger. Parent and its subsidiaries shall hold and Company shall use their reasonable best efforts to cause allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the Parent Representatives to hold, and protection of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonattorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseclient privilege.

Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory ApprovalsApprovals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its ---------------------- subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access ----------------------- during normal business hours throughout the period after the date hereof and prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel personnel, and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), ) results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this AgreementAgreement in accordance with the terms of the Confidentiality and Exclusive Dealing Agreement dated May 3, except that (i) 1999 between Company and Parent, Subsidiary which is incorporated herein by reference and made a part hereof (the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose."Confidentiality Agreement"). -------------------------

Access to Information. (a) The Company shall, and shall cause each of its subsidiaries shall subsidiaries, officers, employees, counsel, financial advisors and other representatives to, afford to Parent Parent, and Subsidiary and their respective to Parent's accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior from the date hereof to the Effective Time of the Merger to all of their the Company's and its subsidiaries' respective officers, employees, representatives, properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, the Company shall, and shall cause each of its subsidiaries, officers, employees, counsel, financial advisors and other representatives to, furnish promptly to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businesses, operationsits business, properties, assetsfinancial condition, condition (financial or other), results of operations and personnel as such party may from time to time reasonably request. The Company agrees to advise Parent or Subsidiary or of all material developments with respect to the Company, as its subsidiaries and their respective assets and liabilities from the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions date hereof to the obligations Effective Time of the respective parties to consummate the Merger. (b) Parent agrees to advise the Company of all material developments with respect to Parent, its assets and liabilities during the period from the date hereof to the Effective Time of the Merger. (c) Except as required by law, each of the Company and Parent shall hold, and cause its respective directors, officers, employees, accountants, counsel, financial advisors and representatives and affiliates to hold, any nonpublic information in confidence. Any investigation by any party of the assets and business of the other party and its subsidiaries shall hold not affect any representations and shall use their reasonable best efforts warranties hereunder. A-21 27 (d) The Company agrees to cause permit members of Parent's audit team to review and examine the Parent Representatives work papers of Arthxx Xxxexxxx XXX with respect to hold, and the Company and its subsidiaries subsidiaries. (e) The Company shall hold and shall use their reasonable best efforts to cause also promptly notify Parent of any notices from or investigations of which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to is aware by Governmental Entities that could materially affect the Company, as 's business or assets. Parent will promptly notify the case may be, in connection with Company of any notices from or investigations by Governmental Entities that could materially affect the transactions contemplated by consummation of the Merger. In the event of the termination of this Agreement, except that each party promptly will deliver to the other party (iand destroy all electronic data reflecting the same) Parentall documents, Subsidiary work papers and the Company may disclose other material (and any reproductions or extracts thereof and any notes or summaries thereto) obtained by such information party or on its behalf from such other party or its subsidiaries as may be necessary a result of this Agreement or in connection with seeking therewith so obtained before or after the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.execution hereof. SECTION 5.5

Access to Information. Upon reasonable notice, CGB and Enterbank shall (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company other and its accountantstheir representatives and advisors access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Closing Date, to all of their respective the properties, books, contracts, commitments and records of CGB (including, but not limited to, Tax Returnsin the case of CGB) and of Enterbank (in the case of Enterbank) and, during such period, each of CGB and Enterbank shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other and their representatives and advisors (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them pursuant to the requirements of federal CGB or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanyEnterbank, as the case may be, shall reasonably request; provided that no investigation during such period pursuant to this Section 7.1 shall amend the requirements of Federal securities laws or modify any representations Federal or warranties made herein state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the conditions to the obligations business, properties and personnel of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary CGB or to the Companyof Enterbank, as the case may be, as such other party may reasonably request. Enterbank will hold any such information with respect to CGB and its Subsidiaries which is nonpublic in connection confidence to 58 the extent required by, and in accordance with, the provisions of the letter dated November 12, 1999, between CGB and Enterbank (the "Confidentiality Agreement"). CGB will hold all such information with respect to Enterbank and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the transactions contemplated by this extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that (i) Parentdeeming, Subsidiary and the Company may disclose for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as may be necessary in connection with seeking if such provisions applied by their terms to such information of Enterbank and its Subsidiaries, as well as to such information of CGB and its Subsidiaries. No investigation by either Enterbank, on the Parent Required Statutory Approvalsone hand, or CGB, on the Company Required Statutory Approvals other hand, shall affect the representations and warranties of the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseother.

Access to Information. (a) The Company and its subsidiaries --------------------- shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors advisors, sources of financing and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except and (ii) such other information concerning its businesses, properties and personnel as Parent or Merger Subsidiary shall reasonably request and will obtain the reasonable cooperation of the Company's officers, employees, counsel, accountants, consultants and financial advisors in connection with the investigation of the Company by Parent and the Parent Representatives. All nonpublic information provided to, or obtained by, Parent or any Parent Representative in connection with the transactions contemplated hereby shall be "Information" for purposes of the Confidentiality Agreement dated April 23, 2001 between Parent and the Company (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of ParentApproval. Notwithstanding the foregoing, Subsidiary and the Company may disclose shall not be required to provide any information that which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by law reason of contract, agreement or judicial or administrative order understanding with third parties entered into prior to disclosethe date hereof.

Access to Information. (a) The From the date hereof to the Effective Time, the Company shall and shall cause its subsidiaries shall directors, officers, employees, auditors and agents to, (i) afford to the directors, officers, employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and Subsidiary Merger Sub and their respective accountants, counsel, financial advisors and other representatives the anticipated sources of the Financing or any alternative financing (the "Parent Representatives") and Parent and Representatives")reasonable access at reasonable times to its subsidiaries shall afford to the Company and its accountantsdirectors, counselofficers, financial advisors employees, representatives, agents, properties, offices and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time facilities and to all of their respective properties, booksreasonably required information systems, contracts, commitments books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but not limited toonly to the extent reasonably necessary, Tax Returnsparticipation in meetings and due diligence sessions and the provision of Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and similar documents, and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, and legal opinions in each case, as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and (iii) andmake available or furnish to Parent and Merger Sub and the Parent Representatives, during such periodall financial, shall furnish promptly to one another (i) a copy of each report, schedule operating and other document filed or received by any of them pursuant to data and information that Parent and Merger Sub and the requirements of federal or state securities laws or filed by any of them with the SEC or which Parent Representatives may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation the Company shall be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to this Section 7.1 5.5 shall amend affect or be deemed to modify or update any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent representations and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and warranties of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, contained in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company To the extent permitted by --------------------- applicable Law and its subsidiaries shall afford applicable national security regulations and restrictions, from the date of this Agreement to the Closing, the Parent and Subsidiary the Sellers will cause the Companies and their the Companies' respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford Subsidiaries to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each reportgive the Buyer and its authorized representatives access to all books, schedule records, personnel, offices and other document filed facilities and properties of the Companies, the Companies' respective Subsidiaries and their accountants as well as all Government Contracts of the Companies which have organizational conflict of interest or received by other similar provisions that would restrict or preclude the Buyer from providing products or services to any of them pursuant to the requirements of federal governmental entity or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessessupplier thereto, properties or personnel and (ii) permit the Buyer to make such copies and inspections thereof as the Buyer may reasonably request, (iii) cause the Companies' and the Companies' respective Subsidiaries' officers and employees to furnish the Buyer with such financial and operating data and other information concerning their with respect to the business and properties of the Companies and the respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, 's Subsidiaries as the case Buyer may be, shall from time to time reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or , and permit the conditions Buyer and its representatives access to the obligations business plans for the Companies, (iv) permit the Buyer to conduct or cause to be conducted on any real property of the respective parties to consummate Companies or any of their Subsidiaries such soils and geological tests and environmental inspections, audits and tests (including the Merger. Parent taking of soils and its subsidiaries shall hold ground water samples) and shall use their reasonable best efforts to cause the Parent Representatives to hold, such structural and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, other physical inspections as the case may be, Buyer shall deem necessary or useful in connection with the Stock Purchase, and (v) permit the Buyer to discuss the businesses of the Companies and their Subsidiaries with their respective directors, officers, employees, accountants and counsel as the Buyer considers necessary or appropriate for the purposes of familiarizing itself with such businesses, obtaining any necessary approvals of or permits for the transactions contemplated by this Agreement and conducting an evaluation of the organization and business of the Companies and their Subsidiaries, and permit the Buyer to discuss the businesses of the Companies and their Subsidiaries with their suppliers, customers and creditors as required by law or as mutually agreed to by the Buyer and the Parent for the purpose of obtaining necessary approvals of the transactions contemplated by this Agreement, except provided, however, that (i) any such access shall be conducted at the Buyer's -------- ------- expense, at a reasonable time, under 37 the supervision of the Parent, Subsidiary the U.S. Seller, the U.K. Seller, the U.S. Company, the U.K. Company, the U.S. Company's Subsidiaries, the U.K. Company's Subsidiaries or their respective personnel and in such a manner as reasonably to maintain the confidentiality of this Agreement and the Company may disclose such information as may be necessary in connection transactions contemplated hereby and not to interfere unreasonably with seeking the Parent Required Statutory Approvalsoperation of the business of the Parent, the Company Required Statutory Approvals Sellers, the Companies and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloserespective Company's Subsidiaries.

Access to Information. (a) The Except as otherwise stated in this Section 6.1, upon reasonable notice and during normal business hours, the Company shall, and shall cause its subsidiaries shall to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (the collectively, "Parent Representatives") and of Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time of the First Merger, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) andin a manner that will not disrupt the operations of the Company or its relationship with its customers, during suppliers or employees. During such period, the Company shall, and shall cause its subsidiaries to, furnish promptly to one another Parent (i) a copy of each report, schedule and other document filed or received by it or any of them its subsidiaries pursuant to the requirements of federal or state securities laws or filed by with or sent to the SEC, the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and any material reports, schedules or other documents filed with or sent to the California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission of them with Nevada, the SEC FERC and any other federal or which may have a material effect on their respective businessesstate regulatory agency or commission, properties or personnel and (ii) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other information concerning their respective businessesmatters as may be reasonably requested by Parent in connection with any filings, operations, properties, assets, condition (financial applications or other), results of operations and personnel as approvals required or contemplated by this Agreement. Any such investigation by Parent or Subsidiary or will not affect the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions contained in this Agreement. Parent shall furnish promptly to the obligations Company all information concerning it, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time at the request of the respective parties Company discuss its financing arrangements for the First Merger with the Company and shall furnish promptly to consummate the Company such information concerning its financial condition, together with the final drafts of its financing arrangements for the First Merger. Parent shall promptly advise the Company of any reduction in the rating of Parent's long-term unsecured debt securities by Moody's Investors Services, Inc. or Standard & Poor's Ratixxx Xxxup. Notwithstanding anything in this Section 6.1 to the contrary, except as required by law (including, but not limited to, a valid and effective subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a federal, state or local, foreign or domestic Governmental Authority), the Company shall not be obligated to provide books, records or documents that the Company is legally or by contract obligated to keep confidential. Each party shall, and shall cause its subsidiaries shall and Representatives to, hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information Evaluation Material (as defined in the Letter Agreement) concerning the other parties furnished to Parent and Subsidiary or to the Company, as the case may be, it in connection with the transactions contemplated by this Agreement in accordance with the Letter Agreement, except that (i) dated as of November 20, 1998, between the Company and Parent, Subsidiary and the Company may disclose such information as it may be necessary in connection with seeking amended from time to time (the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose"Letter Agreement")."

Access to Information. Each of the Company, HoldCo and ScottishPower shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (ai) The Company and its subsidiaries shall afford to Parent and Subsidiary provide the other parties and their respective accountantsRepresentatives with full access, counsel, financial advisors upon reasonable prior notice and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout hours, to all officers, employees, agents and accountants of the period prior Company, HoldCo and ScottishPower, as the case may be, and their respective Subsidiaries and Joint Ventures and their respective assets, properties, books and records, but only to the Effective Time to all extent that such access does not unreasonably interfere with the business and operations of their respective propertiesthe Company, booksHoldCo and ScottishPower, contractsas the case may be, commitments and records its Subsidiaries and Joint Ventures, and (including, but not limited to, Tax Returnsii) and, during such period, shall furnish promptly to one another such persons (ix) a copy of each report, statement, schedule and other document filed or received by the Company, HoldCo and ScottishPower, as the case may be, or any of them their respective Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or filed by any of them with the SEC or which may have a material effect on their respective businessesRegulatory Authority, properties or personnel and (iiy) such all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans, and other books and records) concerning their respective businesses, operations, properties, assets, condition (financial or other), results the business and operations of operations and personnel as Parent or Subsidiary or the Company, HoldCo and ScottishPower, as the case may be, shall and its Subsidiaries and Joint Ventures as any such party or any of such other persons reasonably may request; provided that no . No investigation pursuant to this Section 7.1 paragraph or otherwise shall amend affect any representation or modify warranty contained in this Agreement or any representations or warranties made herein or the conditions condition to the obligations of the respective parties hereto. Any such information or material obtained pursuant to consummate this SECTION 6.01 that constitutes "REVIEW MATERIAL" (as such term is defined in the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdletter agreement dated as of October 12, and 1998 between the Company and its subsidiaries ScottishPower (the "CONFIDENTIALITY AGREEMENT")) shall hold and shall use their reasonable best efforts to cause be governed by the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to terms of the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Company and its subsidiaries each Seller Entity shall, and shall cause each of their Subsidiaries to, afford to Parent Buyer, and Subsidiary to Buyer’s officers, employees, investment bankers, attorneys, accountants and their respective accountants, counsel, financial other advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout during the period prior from the date of this Agreement to the Effective Time Closing to (a) all of their respective properties, books, contractsContracts, commitments and records records, consultants, attorneys, accountants, auditors (including, but not limited to, Tax Returns) and, during to the extent within the Company’s control, former auditors) and other advisors and representatives and (b) the Company’s and each Seller Entity’s managers, directors, officers, employees and contractors. Buyer will provide notice to the Company’s chief executive officer of, and an opportunity for such officer or another officer to participate in, any meetings with individuals described in clause (b). During such period, the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to one another Buyer (i) a copy of each report, schedule schedule, form, statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal, state or state securities laws local, domestic or filed by any of them with the SEC or which may have a material effect on their respective businessesforeign, properties or personnel Laws and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case Buyer may be, shall reasonably request; provided that no investigation pursuant , and, if requested, will use commercially reasonable efforts to this Section 7.1 shall amend or modify any representations or warranties made herein or make available to Buyer the conditions to the obligations work papers of the respective parties to consummate the Merger. Parent outside accountants and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and auditors of the Company and its subsidiaries Subsidiaries. Nothing set forth in this Section 7.01 or Section 7.03(b) shall hold and shall use their reasonable best efforts (x) require any Person to cause the Company Representatives disclose or make available to hold, in strict confidence all non-public documents and any Person any information furnished to Parent and Subsidiary or materials to the Companyextent that doing so would reasonably be expected to result in a waiver of any applicable attorney-client, as the case may beattorney work product, in connection joint-defense or tax preparer-taxpayer privilege or (y) require any Person to take or allow any action that would unreasonably interfere with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law Company’s or judicial its Subsidiaries’ business or administrative order to discloseoperations.

Access to Information. (a) The Subject to applicable law, any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall give each of Parent and Subsidiary and their counsel, financial advisors, auditors, and other authorized representatives reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the Company and its subsidiaries subsidiaries, including its outside auditors, shall afford to permit each of Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during make such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel inspections as Parent or Subsidiary or may reasonably require and shall cause the Company, 's officers or representatives and those of its subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such financial and operating data and other information with respect to the business and properties of the Company and any of its subsidiaries as the case Parent or Subsidiary may be, shall reasonably from time to time request; provided that no . No investigation pursuant to this Section 7.1 6.2 shall amend or modify affect any representations or warranties made of the parties herein or the conditions to the obligations of the respective parties hereunder. Information to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and which the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to afford Parent and Subsidiary or access that pertains to the Company's leased properties includes copies of all of the leases as well as copies of all documents, as reports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the case may beCompany's possession which pertain to utilities, in connection with the transactions contemplated by this Agreementinfrastructure, except that (i) Parentzoning, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvalsenvironmental condition, the Company Required Statutory Approvals leases, and any other condition affecting the Company Stockholders' Approval leased properties, and (ii) each such copies are, to the knowledge of Parentthe Company, Subsidiary correct and the Company may disclose any information that it is required by law or judicial or administrative order to disclosecomplete.

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors advisors, sources of financing and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except and (ii) such other information concerning its businesses, properties and personnel as Parent or Merger Subsidiary shall reasonably request and will obtain the reasonable cooperation of the Company's officers, employees, counsel, accountants, consultants and financial advisors in connection with the investigation of the Company by Parent and the Parent Representatives. All nonpublic information provided to, or obtained by, Parent or any Parent Representative in connection with the transactions contemplated hereby shall be "Information" for purposes of the Confidentiality Agreement dated ______________, 2001 between Parent and the Company (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of ParentApproval. Notwithstanding the foregoing, Subsidiary and the Company may disclose shall not be required to provide any information that which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by law reason of contract, agreement or judicial or administrative order understanding with third parties entered into prior to disclosethe date hereof.

Access to Information. (a) The Subject to currently existing contractual and legal restrictions applicable to the Parent Companies or to the Company or any of their Subsidiaries, each of the Parent Companies and the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") other party hereto reasonable access to, and Parent and its subsidiaries shall afford permit them to the Company and its accountantsmake such inspections as they may reasonably require of, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to from the date of this Agreement through the Effective Time to Time, all of their respective properties, books, Tax Returns, contracts, commitments and records (including, but not limited towithout limitation, Tax Returnsthe work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, each of the Parent Companies and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to one another the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case other may be, shall reasonably request; provided that no . Notwithstanding the first sentence of this Section 5.4, neither the Company nor any of its accountants, counsel, financial advisors or other representatives shall have access to any information relating to the matters described in Section 5.4 of the Parent Letter. Notwithstanding the first sentence of this Section 5.4, neither 26 31 the Parent Companies nor any of their respective accountants, counsel, financial advisors or other representatives shall have access to any information relating to the matters described in Section 5.4 of the Company Letter. No investigation pursuant to this Section 7.1 5.4 shall amend affect any representation or modify warranty in this Agreement of any representations party hereto or warranties made herein or the conditions any condition to the obligations of the respective parties hereto. All information obtained by Parent or the Company pursuant to consummate this Section 5.4 shall be kept confidential in accordance with the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause Confidentiality Agreement dated October 6, 1997 among the Parent Representatives to hold, Companies and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.. Section 5.5

Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors advisors, sources of financing and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except and (ii) such other information concerning its businesses, properties and personnel as Parent or Merger Subsidiary shall reasonably request and will obtain the reasonable cooperation of the Company's officers, employees, counsel, accountants, consultants and financial advisors in connection with the investigation of the Company by Parent and the Parent Representatives. All nonpublic information provided to, or obtained by, Parent or any Parent Representative in connection with the transactions contemplated hereby shall be "Information" for purposes of the Confidentiality Agreement dated April 23, 2001 between Parent and the Company (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of ParentApproval. Notwithstanding the foregoing, Subsidiary and the Company may disclose shall not be required to provide any information that which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by law reason of contract, agreement or judicial or administrative order understanding with third parties entered into prior to disclosethe date hereof.

Access to Information. (a) The Company shall (and shall cause each of its subsidiaries shall Subsidiaries to) afford to Parent and Subsidiary and their respective accountantsofficers, employees, counsel, financial advisors investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the "Parent Representatives") and Parent and its subsidiaries shall afford to operations of the business of the Company and its accountantsSubsidiaries, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon reasonable notice throughout the period prior to the Effective Time Time, to all of their respective the properties, books, contracts, commitments books and records (including, but not limited to, Tax Returns) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to such Representatives all information concerning the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold Subsidiaries in each case as may reasonably be requested and shall use their reasonable best efforts necessary to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with consummate the transactions contemplated by this AgreementAgreement (and not to conduct further due diligence or other investigation of the Company); provided, except however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) Parent, Subsidiary and cause significant competitive harm to the Company may disclose such information as may be necessary in connection with seeking or its Subsidiaries if the Parent Required Statutory Approvalstransactions contemplated by this Agreement are not consummated, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each violate applicable Law or the provisions of Parentany agreement to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege; provided further, Subsidiary however, that nothing herein shall authorize Parent or its Representatives to undertake any further investigation of the Company, including environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement pursuant to this Agreement. The Confidentiality/Non-Disclosure Agreement, dated May 2, 2007 (the “Confidentiality Agreement”), between the Company and Parent shall apply with respect to information furnished by the Company, its Subsidiaries and the Company may disclose any information that it is required by law or judicial or administrative order to discloseCompany’s officers, employees, and other Representatives hereunder.

Access to Information. (ai) The Company Sellers and its subsidiaries their Subsidiaries shall afford to Parent and Subsidiary Purchasers and their respective accountants, counsel, financial advisors and other representatives (the "Parent RepresentativesPARENT REPRESENTATIVES") and Parent and its subsidiaries Subsidiaries shall afford to the Company Sellers and its their accountants, counsel, financial advisors and other representatives (the "Company RepresentativesSELLER REPRESENTATIVES") full access during normal business hours throughout the period prior to the Merger 1 Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the transactions contemplated by this Agreement and (iiB) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent a Purchaser or Subsidiary or the CompanySeller, as the case may be, shall reasonably request; provided PROVIDED, HOWEVER, that no investigation pursuant to this Section 7.1 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 MergerMergers. Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company Sellers and its subsidiaries their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Seller Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary a Purchaser or to the CompanySeller, as the case may be, in connection with the transactions contemplated by this Agreement, except that (ix) Parent, Subsidiary and the Company a Purchaser or Seller may disclose such information as may be necessary in connection with seeking the Parent Purchasers Required Statutory Approvals, the Company Sellers Required Statutory Approvals and the Company Stockholders' Approval Requisite Stockholder Approvals and (iiy) each of Parent, Subsidiary and the Company a Purchaser or Seller may disclose any information that it is required by law or judicial or administrative order to disclose. (ii) In the event that this Agreement is terminated in accordance with its terms, each Party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 8(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 certified in writing by an authorized officer supervising such destruction.

Access to Information. (a) The Upon reasonable notice, and subject to applicable Law, the Company shall (and shall cause its Subsidiaries to) afford to Parent, its Affiliates and its subsidiaries shall afford to Parent officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"advisors) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives Financing Parties (the "Company “Representatives"”) full reasonable access during normal business hours throughout hours, under supervision (which, at the Company’s discretion, may be direct supervision) of a designated employee or other Representative of the Company, and upon reasonable prior notice to the Company during the period prior to the Effective Time Time, to all of their respective its and its Subsidiaries’ properties, books, contractsContracts, commitments commitments, records, officers and records (including, but not limited to, Tax Returns) employees and, during such periodperiod as Parent may from time to time reasonably request, and during such period the Company shall (and shall cause its Subsidiaries to) furnish promptly to one another (i) a copy Parent all other information concerning it, its Subsidiaries and each of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or may reasonably request, including with respect to the Company’s compliance program; provided, however, that the Company may restrict the foregoing access and the disclosure of information to the extent that, in the good faith judgment of the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify (i) any representations or warranties made herein or the conditions Law applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties, (iv) disclosure of any such information or document could result in the respective parties to consummate loss of attorney-client privilege (provided, that the Merger. Parent and Company and/or its subsidiaries shall hold and counsel shall use their reasonable best efforts to cause enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the Parent Representatives to hold, and loss of attorney client privilege) or (v) such access would unreasonably disrupt the operations of the Company and or any of its subsidiaries shall hold and Subsidiaries; provided, however, that with respect to clauses (i) through (iv) of this Section 8.07(a), the Company shall use their its commercially reasonable best efforts to cause (A) obtain the Company Representatives required consent of such third party to hold, in strict confidence all non-public documents and provide such access or disclosure or (B) develop an alternative to providing such information furnished so as to address such matters that is reasonably acceptable to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives (the "Company Representatives") full , reasonable access during normal business hours throughout the period prior to the Effective Time to (i) all of their respective the properties, books, contracts, commitments Contracts and records of the Company and each Subsidiary as Parent may reasonably request, including (includingA) internal financial statements and documentation regarding internal controls, but not limited to(B) Tax Returns, Tax Returns) andelections and all other records and workpapers relating to Taxes, during such period, shall furnish promptly to one another (iC) a copy schedule of any deferred intercompany gain with respect to transactions to which the Company or any Subsidiary has been a party, (D) receipts from any Taxes paid to foreign Tax Authorities, (E) a list of each reportPerson who the Company reasonably believes is, schedule and other document filed or received by any of them pursuant with respect to the requirements Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of federal or state securities laws or filed by any Section 280G of them with the SEC or which may have a material effect on their respective businessesCode and the regulations promulgated thereunder) and (F) the Company’s 401(k) Plan, properties or personnel and (ii) such all other information concerning their respective businesses, operations, properties, assets, condition (financial or other)the business, results of operations operations, product development efforts, properties (tangible and intangible, including Intellectual Property) and personnel of the Company or any Subsidiary as Parent may reasonably request, provided, however, that Company may restrict the foregoing access (x) to the extent that any Legal Requirement applicable to Company or a Subsidiary requires that such party restrict or prohibit access to any such properties or information, or (y) to the Companyextent that the maintenance of any attorney-client privilege requires that such party restrict or prohibit access to any such properties or information; provided, as further, that with respect to any documents or other information subject to the case may beattorney-client privilege, the Company shall reasonably request; provided that no investigation pursuant cooperate with Parent to this Section 7.1 shall amend develop procedures (such as a common legal interest, joint defense or modify any representations or warranties made herein or the conditions similar agreement) to the obligations of the respective parties allow such documents and information to consummate the Merger. be shared with Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdwithout waiving such attorney-client privilege, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonif such procedures cannot be developed without waiving such attorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvalsclient privilege, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law shall specifically identify to Parent such documents or judicial or administrative order to discloseother information.

Access to Information. (a) The Subject to the restrictions imposed by the HSR Act, federal and state securities Laws and other Laws, the Company will provide, will cause its Subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsRepresentatives to provide, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall will use their reasonable best efforts to cause the Parent Representatives its Significant Joint Ventures to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to provide Parent and Subsidiary or Merger Sub, prospective purchasers of the Management Business identified by Parent and their respective authorized Representatives, during normal business hours and upon reasonable advance notice (a) such access to the offices, properties, Company Facilities, books and records of the Company, its Subsidiaries and its Significant Joint Ventures (so long as the case may be, in connection such access does not interfere unreasonably with the transactions contemplated business or operations of the Company, its Subsidiaries, its Significant Joint Ventures or the Company Facilities) as Parent or Merger Sub reasonably may request and (b) all documents that Parent or Merger Sub reasonably may request. The foregoing notwithstanding, Parent, Merger Sub, prospective purchasers of the Management Business identified by this AgreementParent and their Representatives shall not have access to any books, except that records, documents and other information (i) Parentto the extent prohibited by the terms of a confidentiality agreement with a third party, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each to the extent that the disclosure thereof would, in the opinion of Parentthe Company's counsel, Subsidiary and be reasonably likely to result in the Company may disclose any information that it is loss of attorney-client privilege or (iii) to the extent required by law or judicial or administrative order Law. All information exchanged pursuant to disclosethis Section 7.3 shall be subject to the Confidentiality Agreement.

Access to Information. (a) From the date hereof until the Closing Date, the Company shall afford Parent and its Representatives bound by contractual or fiduciary obligations of confidentiality access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and all other information concerning the business, properties and personnel of each Company Group Member as Parent reasonably may request in conducting its business, accounting and legal review and investigation of the Company Group, and shall furnish Parent with such financial, operating and other data and information as Parent may reasonably request. The Company and its subsidiaries shall afford agrees to provide to Parent and Subsidiary its Representatives copies of internal financial statements and their respective accountants, counsel, financial advisors any related work papers and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish supporting documentation promptly to one another (i) a copy of each report, schedule and other document filed upon request. No information or received by knowledge obtained in any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 6.2 shall amend affect or be deemed to modify any representations representation or warranties made warranty contained herein or in any Ancillary Agreement or the conditions to the obligations of the respective parties to consummate the MergerArrangement and the other transactions contemplated hereby and thereby. Parent In addition, the Company shall, and its subsidiaries shall hold and shall use their reasonable best efforts agrees to cause the Parent its appropriate Representatives to holdto, execute and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public deliver such documents and information furnished to instruments as may be reasonably requested by Parent or required by third party accountants and Subsidiary or to the Company, as the case may be, auditors in connection with the transactions matters contemplated by this Agreementsubparagraph (a), except that (i) Parentincluding any work papers, Subsidiary and documents, books, record, certifications or reliance representation letters requested by the accounting firm, auditors or other Persons engaged to conduct an audit of the Company may disclose such information as may be necessary Group’s financial books and records in connection order for Parent to properly make any required public filings with seeking the Parent Required Statutory Approvals, SEC relating to the Company Required Statutory Approvals and or the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseArrangement.

Access to Information. (a) The Subject to applicable law, --------------------- any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall give each of Parent and Subsidiary and their counsel, financial advisors, auditors, and other authorized representatives reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of the Company and its subsidiaries subsidiaries, including its outside auditors, shall afford to permit each of Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during make such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel inspections as Parent or Subsidiary or may reasonably require and shall cause the Company, 's officers or representatives and those of its subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such financial and operating data and other information with respect to the business and properties of the Company and any of its subsidiaries as the case Parent or Subsidiary may be, shall reasonably from time to time request; provided that no . No investigation pursuant to this Section 7.1 6.2 shall amend or modify affect any representations or warranties made of the parties herein or the conditions to the obligations of the respective parties hereunder. Information to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and which the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to afford Parent and Subsidiary or access that pertains to the Company's leased properties includes copies of all of the leases as well as copies of all documents, as reports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the case may beCompany's possession which pertain to utilities, in connection with the transactions contemplated by this Agreementinfrastructure, except that (i) Parentzoning, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvalsenvironmental condition, the Company Required Statutory Approvals leases, and any other condition affecting the Company Stockholders' Approval leased properties, and (ii) each such copies are, to the knowledge of Parentthe Company, Subsidiary correct and the Company may disclose any information that it is required by law or judicial or administrative order to disclosecomplete.

Access to Information. From the date hereof until the Effective Time, and subject to Applicable Law, upon reasonable notice during normal business hours, the Company shall (aand shall cause its Subsidiaries to) The Company and use reasonable best efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give Parent, its subsidiaries shall afford to Parent and Subsidiary and their respective officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, counselconsultants or other agents, financial advisors and or other representatives (“Representatives”) reasonable access to the "Parent Representatives") and Parent Company’s Representatives and its subsidiaries shall afford offices, properties, assets, books, records, work papers and other documents related to the Company and its accountantsSubsidiaries, (ii) furnish to Parent and its Representatives such existing financial and operating data and other information as such Persons may reasonably request, and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure (x) would, in each case, upon the advice of legal counsel, financial advisors and other representatives (jeopardize the "attorney-client privilege of the Company Representatives") full access during normal business hours throughout the period or any of its Subsidiaries or violate any Applicable Law or Contract entered into prior to the Effective Time date of this Agreement, or (y) relates to all of their respective properties, books, contracts, commitments and records any Acquisition Proposal (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received except as required by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or otherSection 7.03), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no the Company will use reasonable best efforts to obtain the approval of the counterparty to any such Contract to permit Parent and its Representatives access to same. Notwithstanding the foregoing, Parent shall not (A) have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability, or (B) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or any of its Subsidiaries. Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall hold and shall use their reasonable best efforts affect or be deemed to cause modify any representation or warranty made by the Company Representatives to holdhereunder. Notwithstanding the foregoing, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it in the reasonable, good faith judgement of the Company is required competitively sensitive, such information shall be provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 7.02 shall be kept confidential by law or judicial or administrative order to disclosethe recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as of the Effective Time.

Access to Information. (a) The Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries shall subsidiaries, to the extent permitted by the organizational documents or other pertinent agreements of such entity, to) afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout hours, during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records (includingand its officers, but not limited to, Tax Returns) employees and representatives and, during such period, each of the Company and Parent shall (and shall cause its subsidiaries, to the extent permitted by the organizational documents or other pertinent agreements of such entity, to) furnish promptly to one another the other (ia) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws laws, as applicable (other than reports or filed by any of them with the SEC or documents which may have a material effect on their respective businesses, properties or personnel such party is not permitted to disclose under applicable law) and (iib) such consistent with its legal obligations, all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary the other party may reasonably request, including any information requested with respect to stockholder approval at either the Company Stockholders Meeting or the CompanyParent Shareholder Meeting and the status of efforts to obtain such approval; provided, as however, that either the case Company or Parent may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or restrict the conditions foregoing access to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except extent that (i) Parent, Subsidiary a Governmental Entity requires such party or its subsidiary to restrict access to any properties or information reasonably related to any such contract on the basis of applicable laws and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and regulations or (ii) each any law, treaty, rule or regulation of any Governmental Entity applicable to such party or its subsidiary requires such party or its subsidiary to restrict access to any properties or information. Such information shall be held in confidence to the extent required by, and in accordance with, the provisions of the mutual secrecy agreement (the "Mutual Secrecy Agreement") dated January 25, 1999, between the Company and Parent, Subsidiary which Mutual Secrecy Agreement shall remain in full force and the Company may disclose any information that it is required by law or judicial or administrative order to discloseeffect.

Access to Information. (a) The Upon reasonable notice, and except as may otherwise be required by applicable Law, the Company and its subsidiaries shall afford to give Parent and Subsidiary and Sub, their respective accountantspotential financing sources, counsel, financial advisors advisors, auditors and other authorized representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford reasonable access to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsoffices, properties, assets, condition (financial or other), results books and records of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold during normal business hours, will furnish to Parent and Sub, their counsel, financial advisors, financial institutions, auditors and other authorized representatives such financial and operating data and other information as such may be reasonably requested and will instruct the employees of the Company and its subsidiaries, their respective counsel and financial advisors to cooperate with Parent and Sub in their investigation of the business of the Company and its subsidiaries; provided, however, that the Company may restrict the foregoing access to the extent that (A) in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires the Company or its subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable judgment of the Company, the information is subject to confidentiality obligations to a third party, (C) such disclosure would result in disclosure of any trade secrets of third parties, or (D) disclosure of any such information or document could result in the loss of attorney-client privilege; provided, further, however, that with respect to this clause (D), the Company and/or its counsel shall use their reasonable best efforts to cause enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the Company Representatives loss of attorney-client privilege; provided, further, that, subject to holdSection 5.05, in strict confidence all non-public documents and any information furnished provided to Parent and/or Sub pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of December 9, 2003 (the "Confidentiality Agreement"), the terms of which shall continue to apply and Subsidiary or to which shall be binding upon Parent, Sub and their respective shareholders and affiliated companies, except as otherwise agreed by the Company, as the case may benotwithstanding termination of this Agreement. Subject to Section 5.05, in connection with the transactions contemplated by event of any conflict between the terms of this Section 6.02 and the terms of the Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking terms of the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseConfidentiality Agreement shall control.

Access to Information. (a) The Upon reasonable notice, the Company shall, and its subsidiaries shall cause the Company Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (the collectively, "Parent Representatives") of Parent, the Lenders and, if requested by Parent, Digital Canal, so long as Digital Canal agrees to be bound by the terms and Parent and its subsidiaries shall afford to conditions of the Company and its accountantsXxxx Confidentiality Agreement (as defined below) as if it were a party thereto, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments commitments, records and records other information (including, but not limited to, Tax Returns) and, during such period, each of the parties hereto shall, and shall cause its Subsidiaries to, furnish promptly to one another (i) a copy of the other party access to each significant report, schedule and other document filed or received by it or any of them its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the Department of Labor, the Immigration and Naturalization Service, the Environmental Protection Agency (state, local and federal), the IRS, the Department of Justice, the Federal Trade Commission, or any other federal, state or foreign regulatory agency or commission or other Governmental Authority. In addition, during such period, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Parent, Merger Sub and, if requested by any of them with Parent, Digital Canal, but to Digital Canal only the SEC extent related to the Transferred Assets or which may have a material effect on their respective businessesthe Transferred Divisions, properties or personnel and (ii) such other access to all information concerning their respective businessesthe Company, operationsthe Company Subsidiaries, directors, officers and stockholders, properties, assetsfacilities or operations owned, condition (financial operated or other), results of operations and personnel as Parent or Subsidiary or otherwise controlled by the Company, or if not so owned, operated or controlled, which properties, facilities or operations that the Company may nonetheless obtain access to through the exercise of reasonable diligence, and such other matters as may be reasonably requested by Parent in connection with any filings, applications or approvals required or contemplated by this Agreement, the case may be, shall reasonably request; provided that no investigation pursuant Sale Agreement or for any other reason related to the transactions contemplated by this Section 7.1 shall amend or modify any representations or warranties made herein Agreement or the conditions Sale Agreement. No later than seven days prior to the obligations Closing Date, the Company shall furnish to Parent and Digital Canal the lists and reports provided for in Section 6.7 of the respective parties to consummate the MergerSale Agreement. Parent and its subsidiaries shall hold shall, and shall use their reasonable best efforts to cause the Parent its Subsidiaries, Representatives to hold, (other than Xxxx and Digital Canal) and the Company and its subsidiaries shall Lenders to, hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to Parent and Subsidiary or to the Company, as the case may be, it in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, except that (i) Parentdated as of March 19, Subsidiary 2001, between Parent and the Company may disclose such information as may be necessary in connection with seeking (the Parent Required Statutory Approvals"Confidentiality Agreement"). The Company shall not, the Company Required Statutory Approvals without prior consent of Parent, terminate or otherwise amend or waive any obligations of Xxxx or Digital Canal under that certain Confidentiality Agreement, dated March 7, 2001, between Xxxx and the Company Stockholders' Approval (the "Xxxx Confidentiality Agreement"). Notwithstanding anything else contained herein, Parent and (ii) each Merger Sub shall be permitted to satisfy their respective obligations to Digital Canal under Sections 6.1, 6.2, 6.3, 6.6, 6.7, 6.8 and 6.9 of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseSale Agreement without breaching this Agreement.

Access to Information. (a) The Each of the Company and Parent shall, and shall cause each of its subsidiaries Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall afford use commercially reasonable efforts to Parent cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (i) provide the other and Subsidiary its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and Parent, as the case may be, and its Subsidiaries and Joint Ventures and their respective accountantsassets, counselproperties, financial advisors books and other representatives (records, but only to the "Parent Representatives") extent that such access does not unreasonably interfere with the business and Parent and its subsidiaries shall afford to operations of the Company and Parent, as the case may be, and its accountantsSubsidiaries and Joint Ventures, counsel, financial advisors and other representatives (the "Company Representatives"ii) full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another such persons (ix) a copy of each report, statement, schedule and other document filed or received by the Company and Parent, as the case may be, or any of them its Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or filed by any of them with the SEC or which may have a material effect on their respective businessesRegulatory Authority, properties or personnel and (iiy) such all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans, and other books and records) concerning their respective businesses, operations, properties, assets, condition (financial or other), results the business and operations of operations the Company and personnel as Parent or Subsidiary or the CompanyParent, as the case may be, shall and its Subsidiaries and Joint Ventures as such party or any of such other persons reasonably may request; provided that no . No investigation pursuant to this Section 7.1 paragraph or otherwise shall amend affect any representation or modify warranty contained in this Agreement or any representations or warranties made herein or the conditions condition to the obligations of the respective parties hereto. Any such information or material obtained pursuant to consummate this Section 6.01 that constitutes "Review Material" (as such term is defined in the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdletter agreement dated as of October 12, and 1998 between the Company and its subsidiaries Parent (the "Confidentiality Agreement")) shall hold and shall use their reasonable best efforts to cause be governed by the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to terms of the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The From the Effective Date, through and including the Closing Date, upon reasonable notice, the Company will (and its subsidiaries shall afford to Parent the Members will cause the Company to) (i) give Buyer and Subsidiary Buyer’s lenders and their respective accountantsauthorized representatives reasonable access to all of the Company’s personnel, counselbooks, financial advisors records, offices and other representatives facilities and properties, as well as to the Company’s tax and accounting advisors, (the "Parent Representatives"ii) and Parent permit Buyer and its subsidiaries shall afford lenders and their respective representatives to make such inspections of the foregoing as they may reasonably request and (iii) cause their respective officers to furnish Buyer and its lenders and their respective representatives with such financial and operating data and other information with regard to the Company Company’s business, operations and its accountantsproperties as they may from time to time reasonably request. Any such access will be provided, counseland all such inspections will be conducted, financial advisors at reasonable times and other representatives (in such a manner as not to interfere unreasonably with the "Company Representatives") full access during normal business hours throughout operation of the period Company’s business. All such information xxxx be kept confidential by Buyer and not disclosed to any third party; prior to the Effective Time Closing, except that Buyer may disclose such information to all of their respective propertiesits directors, booksofficers, contractsemployees, commitments affiliates and records (including, but not limited to, Tax Returns) and, advisors as reasonably required. Also during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and the Members shall provide such reasonable and customary assistance as Buyer and its subsidiaries shall hold tenders and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case respective representatives may be, reasonably request in connection with Buyer’s effort to arrange for and secure financing for the transactions contemplated by this Agreement, except that (i) Parentincluding, Subsidiary and without limitation, facilitating customary lender due diligence, arranging for senior officers of the Company may disclose to meet with prospective lenders, negotiating with and obtaining from the Company’s landlords and lessors such information landlord estoppel certificates, waivers and other consents as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required requested by law or judicial or administrative order to discloseBuyer’s lenders.

Access to Information. (a) The Upon reasonable notice and during normal business hours, the Company shall, and shall cause its subsidiaries shall to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (the collectively, "Parent Representatives") and of Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time of the First Merger, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) andin a manner that will not disrupt the operations of the Company or its relationship with its customers, during suppliers or employees. During such period, the Company shall, and shall cause its subsidiaries to, furnish promptly to one another Parent (i) a copy of each report, schedule and other document filed or received by it or any of them its subsidiaries pursuant to the requirements of federal or state securities laws or filed by with or sent to the SEC, the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and any material reports, schedules or other documents filed with or sent to the California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission of them with Nevada, the SEC FERC and any other federal or which may have a material effect on their respective businessesstate regulatory agency or commission, properties or personnel and (ii) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other information concerning their respective businessesmatters as may be reasonably requested by Parent in connection with any filings, operations, properties, assets, condition (financial applications or other), results of operations and personnel as approvals required or contemplated by this Agreement. Any such investigation by Parent or Subsidiary or will not affect the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions contained in this Agreement. Parent shall furnish promptly to the obligations Company all information concerning it, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time at the request of the respective parties to consummate Company discuss its financing arrangements for the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and Mergers with the Company and shall furnish promptly to the Company such information concerning its financial condition, together with the final drafts of its financing arrangements for the Mergers. Each party shall, and shall cause its subsidiaries shall and Representatives to, hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information Evaluation Material (as defined in the Letter Agreement) concerning the other parties furnished to Parent and Subsidiary or to the Company, as the case may be, it in connection with the transactions contemplated by this Agreement in accordance with the Letter Agreement, except that (i) dated as of November 20, 1998, between the Company and Parent, Subsidiary and the Company may disclose such information as it may be necessary in connection with seeking amended from time to time (the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose"Letter Agreement").

Access to Information. (a) The Subject to applicable law, the Company shall afford, and cause its subsidiaries to afford, to Acquiror and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent “Acquiror Representatives"”) and Parent Acquiror and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "“Company Representatives"”) full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary Acquiror or the Company, as the case may be, shall reasonably request; provided that no . Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in a manner which will not interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate business of the Mergerother party. Parent Acquiror and its subsidiaries (including Merger Sub) shall hold and shall use their reasonable best efforts to cause the Parent Acquiror Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary Acquiror or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Acquiror and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Acquiror Required Statutory Approvals and the Company Stockholders' Approval and Required Statutory Approvals, (ii) each of Parent, Subsidiary Acquiror and the Company may disclose any information that it is required by law or judicial or administrative order to disclose and (iii) Acquiror may disclose any such information that it is required by any stock exchange rule to disclose.

Access to Information. (a) The Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated March 9, 2007, between the Company and Parent (as assignee of the rights of Madison Dearborn Partners, LLC), as the same may be amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective to the officers, coworkers, accountants, counsel, financial advisors counsel and other representatives (the "of Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments commitments, coworkers and records (includingincluding Tax records), but not limited to, Tax Returns) and, and during such period, the Company shall furnish promptly (and shall cause each of its Subsidiaries to) make available to one another Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of the federal or state securities laws or filed by the federal Tax laws and (b) all other information concerning its business, properties and coworkers as Parent may reasonably request; provided, however, that such access and information shall only be provided to the extent that such access or the provision of such information would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside counsel) would result in the disclosure of any trade secrets of third Persons or violate any of them the Company’s obligations with respect to confidentiality if the SEC Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or which may have a material effect on their respective businesses, properties disclosure or personnel and (ii) such other to disclose any attorney-client privileged information concerning their respective businesses, operations, properties, assets, condition (financial of the Company or other), results any of operations its Subsidiaries; and personnel as provided further that Parent may not engage in testing of any of the Company’s or Subsidiary or its Subsidiaries’ real property without the written consent of the Company, as the case may be, which consent shall reasonably request; provided that no investigation not be unreasonably withheld. All requests for information made pursuant to this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be directed to the obligations Vice President — Business Development of the respective parties to consummate the MergerCompany or such Person as may be designated by such officer. Parent and its subsidiaries In no event shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts be required to cause the Company Representatives supply to holdParent, in strict confidence all non-public documents and or Parent’s officers, coworkers, accountants, counsel or other representatives, any information furnished relating to Parent and Subsidiary indications of interest from, or to discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required by Section 6.2. In the case may beevent of a termination of this Agreement for any reason, Parent shall, in connection accordance with the transactions contemplated by this terms of the Confidentiality Agreement, except that (i) Parentreturn or destroy, Subsidiary and or cause to be returned or destroyed, all nonpublic information so obtained from the Company may disclose or any of its Subsidiaries and any copies made of such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of documents for Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Subject to applicable Laws, between the date hereof and the Effective Time, upon reasonable advance notice from Parent, the Company and its subsidiaries shall afford will use reasonable efforts to give Parent and Subsidiary Merger Sub and their respective accountants, authorized representatives (including counsel, financial advisors and other representatives auditors) reasonable access (so long as such access does not unreasonably interfere with the "Parent Representatives"operation of the Company or its Subsidiaries) during normal business hours to its employees, officers, agents, contracts and Parent properties and its subsidiaries shall afford to all books and records of the Company and its accountantsSubsidiaries, counsel, will use reasonable efforts to permit Parent and Merger Sub to make such inspections as Parent and Merger Sub may reasonably require and will cause the Company’s officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial advisors and operating data and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior information with respect to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel of the Company and its Subsidiaries as Parent or Subsidiary or the Company, as the case Merger Sub may be, shall from time to time reasonably request; provided that no investigation pursuant to this Section 7.1 5.3(a) shall amend affect or be deemed to modify any of the representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to by the Company. Notwithstanding the foregoing, as the case may benone of Parent, in connection with the transactions contemplated by this AgreementMerger Sub or their Representatives shall have access to any books, except that records, documents or other information (i) to the extent that access to such books, records, documents or other information would violate the terms of a confidentiality agreement with a third party (provided, however, that at the request of Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and shall use its reasonable efforts to obtain waivers from such third parties), (ii) each to the extent that the disclosure of Parentsuch books, Subsidiary and records, documents or other information would result in the loss of attorney-client privilege, (iii) to the extent the disclosure of such books, records, documents or other information is prohibited by applicable Law, (iv) to the extent disclosure of such books, records, documents or other information, as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company may disclose (or any of its Affiliates), or (v) to the extent the Company determines in good faith that such books, records, documents or other information that it is required by law involves trade secrets of the Company or judicial or administrative order to discloseits Subsidiaries.

Access to Information. (a) The Company Upon reasonable notice, SierraWest and its subsidiaries BC shall afford to Parent (and Subsidiary and shall cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company other and its accountantstheir representatives and advisors access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Closing Date, to all of their respective the properties, books, contracts, commitments and records of SierraWest (including, but not limited to, Tax Returnsin the case of SierraWest) and of BC (in the case of BC) and, during such period, each of SierraWest and BC shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other and their representatives and advisors (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them pursuant to the requirements of federal SierraWest or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanyBC, as the case may be, shall reasonably request; provided that no investigation during such period pursuant to this Section 7.1 shall amend the requirements of Federal securities laws or modify any representations Federal or warranties made herein state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the conditions to the obligations business, properties and personnel of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary SierraWest or to the Companyof BC, as the case may be, as such other party may reasonably request. BC will hold any such information with respect to SierraWest and its Subsidiaries which is nonpublic in connection confidence to the extent required by, and in accordance with, the provisions of the letter dated October 27, 1998, between SierraWest and BC (the "Confidentiality Agreement"). SierraWest will hold all such information with respect to BC and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the transactions contemplated by this extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that (i) Parentdeeming for purpose of this sentence, Subsidiary and the Company may disclose such information to be subject to the provision of the Confidentiality Agreement as may be necessary in connection with seeking if such provisions applied by their terms to such information of BC and its Subsidiaries, as well as to such information of SierraWest and its Subsidiaries. No investigation by either BC, on the Parent Required Statutory Approvalsone hand, or SierraWest, on the Company Required Statutory Approvals other hand, shall affect the representations and warranties of the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseother.

Access to Information. From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and subject to the requirements of any Law, including, without limitation, (ai) The any anti-trust Law and (ii) any applicable Law protecting the privacy of employees and personnel files, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Parent “Company Representatives"”) to, give Merger Sub and Parent and its subsidiaries shall afford their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives”) access, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all each of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to will cause the Company Representatives and its subsidiaries to holdfurnish or make available to Parent, Merger Sub and the Purchaser Representatives such financial and operating data and such other information with respect to the business and operations of the Company or any of its subsidiaries as Parent, Merger Sub or the Purchaser Representatives may from time to time reasonably request. Unless otherwise required by Law, each of Parent and Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in strict confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of November 7, 2006 (the “Confidentiality Agreement”), between an affiliate of Parent and the Company shall apply to all non-public documents and information furnished to Parent and Subsidiary any Purchaser Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.

Access to Information. Subject to currently existing contractual and legal restrictions applicable to Parent (awhich Parent represents and warrants do not require it to withhold information which is material and adverse to Parent and its Subsidiaries taken as a whole) The or to the Company (which the Company represents and warrants do not require it to withhold information which is material and adverse to the Company and its subsidiaries shall afford to Subsidiaries taken as a whole), Parent and Subsidiary the Company shall, and their shall cause each of its respective Subsidiaries to, afford, during normal business hours during the period from the date of this Agreement through the Effective Time, to the accountants, counsel, financial advisors advisors, officers and other representatives (of the "Parent Representatives") other reasonable access to, and Parent and permit them to make such inspections as may reasonably be requested of, its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited towithout limitation, Tax Returns) the work papers of independent public accountants), and also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, Parent and the Company shall, and shall cause each of its respective Subsidiaries to, furnish promptly to one another the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businesses, operations, its properties, assets, condition (financial or other), results of operations business and personnel as Parent or Subsidiary or the Company, as the case other may be, shall reasonably request; provided that no . As soon as practicable after the date hereof, the Company shall provide to Parent the information specified on Schedule A to the Company Letter in respect of each holder of a Company Stock Option or restricted Company Common Shares other than the six holders referenced in Section 3.2. From the date of this Agreement through the Effective Time, Parent and the Company shall consult with each other regarding any inquiries made by antitrust regulatory authorities, including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 7.1 5.4 shall amend affect any representation or modify warranty in this Agreement of any representations party hereto or warranties made herein or the conditions any condition to the obligations of the respective parties to consummate the Mergerhereto. All information obtained by Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and or the Company pursuant to this Section 5.4 shall be kept confidential in accordance with the Confidentiality Agreements dated January 24, 1995 and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to holdMay 11, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company1995, respectively, as the case may besame have been amended to date, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary between Parent and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseCompany.

Access to Information. (a) The Company and its subsidiaries shall afford Upon reasonable notice to Parent and Subsidiary and their respective accountantsthe Company, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsSubsidiaries shall, counseland shall cause their respective officers, financial advisors directors, employees and other representatives (the "Company Representatives") full Representatives to, afford BRF’s and Merger Sub’s officers and BRF’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by BRF, during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective Representatives, officers, employees, properties, facilities, books, contractsContracts, commitments and records (including, but not limited to, including Tax Returns), reports, correspondence and any other documents and information of the Company and its Subsidiaries that is in the possession, custody or control of any of the Company and its Subsidiaries or their respective Representatives (whether in physical or electronic form) and, during such period, and shall furnish promptly BRF and Merger Sub all financial, operating and other data and information, in each case, as BRF and Merger Sub through their officers, employees or other Representatives, may reasonably request; provided, however, that any such access shall be conducted in such a manner as not to one another unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing in this Agreement shall require any of the Company and its Subsidiaries to disclose any information to BRF to the extent such disclosure would, in the Company’s reasonable discretion, (i) a copy of each report, schedule and jeopardize any attorney-client or other document filed legal privilege or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial contravene any Applicable Law or other), results binding confidentiality obligation of operations and personnel as Parent the Company or any Company Subsidiary or the Companyits Affiliate, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their Company has used reasonable best efforts to cause the Parent Representatives make appropriate substitute arrangements to hold, and the Company and its subsidiaries shall hold and shall use their permit reasonable best efforts to cause the Company Representatives to hold, disclosure not in strict confidence all non-public documents and information furnished to Parent and Subsidiary violation of such Applicable Law or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseobligation.

Access to Information. (a) The Subject to applicable law, the Company shall afford, and cause its subsidiaries to afford, to Acquiror and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Acquiror Representatives") and Parent Acquiror and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary Acquiror or the Company, as the case may be, shall reasonably request; provided that no . Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in a manner which will not interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate business of the Mergerother party. Parent Acquiror and its subsidiaries (including Merger Sub) shall hold and shall use their reasonable best efforts to cause the Parent Acquiror Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary Acquiror or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Acquiror and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Acquiror Required Statutory Approvals and the Company Stockholders' Approval and Required Statutory Approvals, (ii) each of Parent, Subsidiary Acquiror and the Company may disclose any information that it is required by law or judicial or administrative order to disclose and (iii) Acquiror may disclose any such information that it is required by any stock exchange rule to disclose.

Access to Information. From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and subject to the requirements of any Law, including, without limitation, (ai) The any anti-trust Law and (ii) any applicable Law protecting the privacy of employees and personnel files, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantscollectively, counsel, financial advisors and other representatives (the "Company Representatives") full access to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the "Purchaser Representatives") access, upon reasonable notice and during the Company's normal business hours throughout the period prior hours, to the Effective Time offices and other facilities, to all of their respective propertiesthe senior officers and other Company Representatives, books, contracts, commitments and to the books and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and each of its subsidiaries shall hold and shall use their reasonable best efforts to will cause the Company Representatives and its subsidiaries to holdfurnish or make available to Parent, Merger Sub and the Purchaser Representatives such financial and operating data and such other information with respect to the business and operations of the Company or any of its subsidiaries as Parent, Merger Sub or the Purchaser Representatives may from time to time reasonably request. Unless otherwise required by Law, each of Parent and Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in strict confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of November 7, 2006 (the "Confidentiality Agreement"), between an affiliate of Parent and the Company shall apply to all non-public documents and information furnished to Parent and Subsidiary any Purchaser Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.

Access to Information. (a) The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, shall cause its Subsidiaries to, and shall instruct each of its and its subsidiaries shall afford to Parent and Subsidiary and their respective Subsidiaries’ directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, and agents and other representatives (the "collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives",” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times, upon reasonable prior notice to the Company or to the Company Representatives, as applicable, to the properties, offices and Parent and its subsidiaries shall afford to other facilities of the Company and its accountants, counsel, financial advisors Subsidiaries and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments books and records (includingthereof, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) furnish, or cause to be furnished, such other reasonably available information concerning their respective businesses, operationsthe business, properties, Contracts, assets, condition Liabilities, personnel and other aspects of the Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (financial including sampling) or other)inspection in respect of environmental matters at the Company Owned Properties and the Company Leased Premises, results physical inspections of operations the assets of the Company and personnel its Subsidiaries, and contact with the customers, vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Parent or Subsidiary or the Company, as the case Representatives may be, shall reasonably request; provided that no . No information or knowledge obtained in any investigation pursuant to this Section 7.1 6.3.1 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties Parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause Notwithstanding the Parent Representatives to holdforegoing, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts not be required to cause provide access to or disclose information where such access or disclosure would contravene any Law, binding Contract to which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary is party or any privacy policy applicable to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose’s customer information.

Access to Information. (ai) The Company Sellers and its subsidiaries their Subsidiaries shall afford to Parent and Subsidiary Purchasers and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries Subsidiaries shall afford to the Company Sellers and its their accountants, counsel, financial advisors and other representatives (the "Company Seller Representatives") full access during normal business hours throughout the period prior to the Merger 1 Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the transactions contemplated by this Agreement and (iiB) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent a Purchaser or Subsidiary or the CompanySeller, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 8(a) shall amend or modify any representations or warranties made herein or the conditions to 38 the obligations of the respective parties to consummate the MergerMergers. Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company Sellers and its subsidiaries their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Seller Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary a Purchaser or to the CompanySeller, as the case may be, in connection with the transactions contemplated by this Agreement, except that (ix) Parent, Subsidiary and the Company a Purchaser or Seller may disclose such information as may be necessary in connection with seeking the Parent Purchasers Required Statutory Approvals, the Company Sellers Required Statutory Approvals and the Company Stockholders' Approval Requisite Stockholder Approvals and (iiy) each of Parent, Subsidiary and the Company a Purchaser or Seller may disclose any information that it is required by law or judicial or administrative order to disclose.. (ii) In the event that this Agreement is terminated in accordance with its terms, each Party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 8(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 certified in writing by an authorized officer supervising such destruction. (iii) The Sellers shall promptly advise Parent and Parent shall promptly advise the Sellers in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, either individually or in the aggregate, any Material Adverse Effect. (b)

Access to Information. (a) The From the date hereof to the Effective Time, the Company shall and shall cause its subsidiaries shall directors, officers, employees, auditors and agents to, (i) afford the directors, officers, employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and Merger Sub and the anticipated sources of the Financing or any alternative financing (the “Parent Representatives”)reasonable access at reasonable times to its directors, officers, employees, representatives, agents, properties, offices and other facilities and to all reasonably required information systems, contracts, books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but only to the extent reasonably necessary, participation in meetings and due diligence sessions and the provision of Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and similar documents, and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, and legal opinions in each case, as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and (iii) make available or furnish to Parent and Subsidiary Merger Sub and their respective accountantsthe Parent Representatives, counselall financial, financial advisors operating and other representatives (the "Parent Representatives") data and information that Parent and its subsidiaries shall afford to Merger Sub and the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which Parent Representatives may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation the Company shall be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to this Section 7.1 5.5 shall amend affect or be deemed to modify or update any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent representations and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and warranties of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, contained in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. (a) The Subject to SECTION 5.4(a), the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives representatives, reasonable access (the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Effective Time to to, (i) all of their respective the properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold Subsidiaries, including all Company Intellectual Property (including access to design processes and shall use their reasonable best efforts methodologies) and all capitalization and equity compensation information that is necessary for Parent to cause promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) "Share-Based Payments" promulgated by the Financial Accounting Standards Board in the form it is currently possessed by the Company Representatives or its accountants, (ii) all other information concerning the business, properties and personnel (subject to holdrestrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent; provided, however, that such access noted in (i), (ii) and (iii) shall be provided only to the extent such access, (x) does not unreasonably interfere with the business operations of the Company or its Subsidiaries, (y) does not in the opinion of legal counsel to the Company result in waiver of or otherwise prejudice the attorney client privilege, or (z) violates any Legal Requirement, provided, further, in strict confidence all non-public documents and the event of any litigation or threatened litigation between the parties on the terms of this Agreement or the transactions contemplated hereby access to information furnished that may be adverse to the interests of the Company or its Subsidiaries will not be provided. The Company agrees to promptly provide to Parent and Subsidiary or to the Companyits accountants, as the case may be, in connection with the transactions contemplated by this Agreement, except that counsel and other representatives copies of such internal financial statements (iincluding Tax Returns and supporting documentation) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably requested.

Access to Information. From and after the Closing, the Buyer shall (a) The and shall cause the Company and each of its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors Subsidiaries and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide the Seller and its respective representatives (including, without limitation, counsel and independent auditors) with access to the "Parent Representatives"facilities and properties of the Company and each of its Subsidiaries and to all information, files, documents and records (written and computer) and Parent and its subsidiaries shall afford relating to the Company and its accountants, counsel, financial advisors Subsidiaries or any of their businesses or operations for any and other representatives (the "Company Representatives") full access during normal business hours throughout the period all periods prior to and including the Effective Time Closing Date that they may require with respect to all of their respective properties, books, contracts, commitments and records any reasonable business purpose (including, but not limited towithout limitation, Tax Returnsany tax matter) andor in connection with any claim, during such perioddispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall furnish promptly to one another (i) a copy and shall cause the Company and each of each report, schedule its Subsidiaries and other document filed Affiliates) cooperate fully with the Seller and its respective representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of the Seller, including, without limitation, by making tax, accounting and financial personnel and other appropriate employees and officers of the Company and each of its Subsidiaries available to the Seller and its respective representatives (including counsel and independent auditors), with regard to any reasonable business purpose. Notwithstanding the foregoing, the Buyer shall not be required to (and shall not be required to cause the Company and each of its Subsidiaries and other Affiliates to) grant access or received furnish information to the Seller and its representatives to the extent that such access or disclosure would violate or prejudice the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. The Seller shall not have access to personnel records of the Company or any of them pursuant its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the requirements Buyer’s good faith opinion is sensitive or the disclosure of federal which could subject the Company or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results its Subsidiaries to risk of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably requestliability; provided that no investigation the Seller shall not be prohibited from accessing such information pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or a valid court order. In addition, the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and Seller shall use their its reasonable best efforts to cause its auditors, at Buyer’s expense, to furnish the Parent Representatives to hold, Buyer and the Company and its subsidiaries shall hold their financing sources all financial statements, pro forma financial statements and shall use their reasonable best efforts to cause other financial data and financial information of the Company Representatives and its Subsidiaries, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and other documents required to holdsatisfy any customary negative assurance opinion, in strict confidence all non-public documents to consummate a financing, together with customary consents and information furnished to Parent and Subsidiary or to comfort letters by auditors of the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.