Common use of Access to Information Clause in Contracts

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Subject to the Confidentiality Agreement and applicable Laws, upon reasonable notice, AT Plastics shall (and shall cause each of its Subsidiaries to) afford the officers, employees, counsel, accountants and other authorized representatives and advisors ("Representatives") of Acetex access, during normal business hours from the date hereof and until the earlier of the Effective Time Date or the termination of this Agreement, to its properties, books, contracts and records as well as to its management personnel, and, during such period, AT Plastics shall (and shall cause each of its Subsidiaries to) furnish promptly to Acetex all information concerning its business, properties and personnel as Acetex may reasonably request. Subject to the Confidentiality Agreement and applicable Laws, upon reasonable notice, Acetex shall (and shall cause each of its Subsidiaries to) provide the same access to AT Plastics and its Representatives on the same terms and conditions. Nothing in the foregoing shall require Acetex or AT Plastics to disclose information subject to a written confidentiality agreement with third parties or competitively sensitive information relating to areas or projects where Acetex and AT Plastics are competitors. For greater certainty, until the earlier of the Effective Date and the termination of this Agreement pursuant Agreement, access to its terms, upon reasonable noticeand exchange of competitively sensitive confidential information ("Confidential Data") as between the Parties shall be limited to that which is reasonably necessary for the purposes of securing all necessary regulatory approvals, the Company preparation and settlement of definitive documents and the advancement of the Amalgamation as contemplated herein and shall (i) give Parent be further limited such that the dissemination of such Confidential Data shall be confined to those representatives of the Parties and its Representatives reasonable their advisors who have a need to know such information for these purposes and who agree to respect such confidentiality in their dealings with such Confidential Data. In particular, with reference to access during normal business hours to and the sharing of Confidential Data of one Party with representatives of the other Party for the purposes of preparing any filings or submissions under the Competition Act in respect of the Amalgamation, the general principle which shall be applied is that such information shall be made available to, exchanged or shared with counsel to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct Parties rather than the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation Parties or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretorepresentatives.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeArticle VIII, the Company shall, and shall (i) give cause its Subsidiaries to, afford to Parent and its Representatives reasonable access access, during normal business hours hours, in such manner as to not unreasonably interfere with the officesnormal operation of the Acquired Companies, to their respective personnel, properties, Contracts, books and records of records, and shall furnish such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such with existing financial and operating data and other information concerning the affairs of the Acquired Companies as such Persons Representatives may reasonably requestrequest in writing, in each case, for the purpose of consummating the Transactions contemplated hereby and (iii) instruct the Representatives of integration planning related thereto; provided that such review shall only be upon reasonable written notice and shall be at Parent’s sole cost and expense; provided, further, that the Company and will be permitted to redact any information or documentation provided to Parent or its Subsidiaries Representatives to reasonably cooperate the extent that such information or documentation includes competitively sensitive information. Nothing herein shall require the Acquired Companies to disclose any information to Parent or its Representatives if such disclosure (i) would violate Applicable Law or any of its material obligations with Parent in its investigation respect to any material provisions of the any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company and its Subsidiariesis a party or (ii) jeopardize any attorney-client or work-product privilege; provided that, (x) no to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such compliance with Applicable Law, such compliance with provisions of any such Contract or such privilege. All information obtained by Parent, the Merger Subs and their respective Representatives shall be subject to the Company Confidentiality Agreement. No investigation or request access permitted pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 6.05 shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of hereunder. Parent will use its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels minimize any disruption to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the respective business of the Company and its Subsidiaries. Any information Acquired Companies that is obtained pursuant to may result from requests for access under this Section 8.06 6.05 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law as a result of COVID-19 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoCOVID-19 Measures.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the (a) Company shall (i) give afford Parent and its Representatives accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the offices, Effective Time to (i) all of Company's and the Company Subsidiaries' properties, books books, contracts, commitments and records of such party and its Subsidiariesrecords, (ii) furnish to Parent all of Company's and its Representatives such financial the Company Subsidiaries' exempt (salaried) non-store employees who are employed at the level of director or above, advisers, representatives and operating data and other information as such Persons may reasonably requestagents, and (iii) instruct all other information concerning the Representatives business, properties and personnel of Company and the Company Subsidiaries as Parent may reasonably request, subject to legally binding confidentiality restrictions with third parties in effect as of the date of this Agreement, in each case, for the purpose of confirming the representations and warranties of Company made herein and the performance by Company of all covenants to be performed by Company hereunder and for integration planning. Company agrees to provide to Parent and its Subsidiaries to reasonably cooperate accountants, counsel and other representatives copies of internal financial statements promptly upon reasonable request. Parent agrees that such requests will not interfere with Parent in its investigation normal seasonal operations of the Company. (b) Subject to compliance with applicable Law, from the date hereof until the Effective Time, each of Parent and Company shall confer on a regular and its Subsidiaries; provided thatfrequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations. (c) The Company shall promptly furnish to Parent a copy of each report, schedule, registration statement and other document filed after the date of this Agreement pursuant to the requirements of Federal or state securities Laws. (xd) no No information or knowledge obtained in any investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 6.2 shall affect or be deemed to modify any representation or warranty made by contained herein or the Company under this Agreement, and (y) nothing herein shall require conditions to the Company, any obligations of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to consummate the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoMerger.

Access to Information. From Subject to applicable Law, including Antitrust Law, during the period from the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant Agreement, Parent will be entitled, through its employees and Representatives, to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable have such access during normal business hours to the officesassets, properties, books business, operations, personnel and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to each Company Subsidiary as is reasonably cooperate necessary in connection with Parent in its Parent’s investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant with respect to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderhereby. Any such investigation and examination will be conducted during normal business hours upon reasonable advance notice, shall affect or be deemed to modify any representation or warranty made by at Parent’s expense and under the supervision of appropriate personnel of the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct normal operation of the business of the Company, and will be subject to the Company’s reasonable security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will furnish the Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and cause its SubsidiariesRepresentatives to cooperate fully with such representatives of Parent in connection with such investigation. Any Nothing herein will require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to disclose such information on a basis that is obtained does not waive such privilege with respect thereto), (ii) contravene any applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law) or (iii) result in the disclosure of any Trade Secrets of third parties; provided, that information will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 176.2, 2006, between Parent and the Company (the “Confidentiality Agreement”)will comply with, and each party hereto will instruct Parent’s Representatives to comply with the terms with, all of its obligations under the Confidentiality Agreement, whether or not a party thereto.

Access to Information. (a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant Agreement, subject to its terms, upon reasonable noticethe requirements of applicable Law, the Company shall will (i) give Parent and its Merger Sub and their authorized Representatives reasonable access (during normal regular business hours upon reasonable notice) to the all employees, plants, offices, propertieswarehouses and other facilities and to all books, books contracts, commitments and records (including Tax returns) of such party the Company and its Subsidiaries 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, (ii) furnish to permit Parent and Merger Sub to make such inspections as they may reasonably require, and (iii) cause its Representatives officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information as such Persons may reasonably requestwith respect to the business, properties and (iii) instruct the Representatives personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably cooperate with Parent in its investigation of the Company and its Subsidiariesrequest; provided thatprovided, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) that nothing herein shall obligate the Company to incur costs and time to produce such information outside of the ordinary course of its business; provided, further, that nothing in this Agreement shall require the Company, Company or any of its Subsidiaries to permit any inspection or any of their respective Representatives to disclose any information to Parent that would cause a violation of any Allowed Contract, would cause a risk of a loss of attorney-client, work product privilege to the Company or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such lossof its Subsidiaries, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of applicable Laws, that is competitively sensitive information or to permit the other party or any Applicable of its Representatives to perform any onsite procedure with respect to any of its or its Subsidiaries’ properties; provided, further, that the Company shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement or Law. Any investigation pursuant Parent hereby agrees that it shall treat any such information in accordance with the Confidentiality Agreement. Notwithstanding any provision of this Agreement to this Section 8.06 the contrary, the Company shall not be conducted obligated to grant any access or make any disclosure in such manner as not to violation of applicable Laws or regulations or if it would unreasonably interfere unreasonably with the conduct of the business Company’s business. The Confidentiality Agreement shall survive any termination of the Company and its Subsidiaries. Any information that is this Agreement. (b) Information obtained by Parent or Merger Sub pursuant to this Section 8.06 5.03(a) shall not prejudice any of Parent’s rights or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoremedies.

Access to Information. From the date hereof until the earlier of the Effective Time and or the termination of date on which this Agreement pursuant to is terminated in accordance with its terms, upon reasonable notice, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors, financing sources, environmental consultants and other representatives (i) give Parent and the foregoing, with respect to any Person, its Representatives “Representatives”), reasonable access during normal business hours and upon reasonable prior notice from Parent during the period prior to the officesEffective Time to their respective properties (including Phase I environmental assessments), propertiesbooks, books contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it during such party period pursuant to the requirements of supranational, national, federal, state, local or municipal (whether domestic or foreign) Law and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. All information exchanged pursuant to this Section 6.3 shall be subject to the Nondisclosure Agreement. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, any information or documents which would, in the reasonable judgment of the Company, (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and otherwise violate any applicable Laws or (iii) instruct the Representatives breach any agreement of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries with any third-party (provided that the Company has used commercially reasonable efforts to find alternative means, not constituting a breach of any such agreement with a third party, to provide the access or information contemplated by this Section 6.3). Parent and the Company shall cooperate and consult with each other to develop announcement materials and undertake discussions with customers, partners and prime contractors of Material Company Contracts to which the Company or any of their respective Representatives its Subsidiaries is a subcontractor, and make appropriate management available at presentations related to disclose any information that would cause a loss of attorney-clientthe transactions contemplated by this Agreement as reasonably requested by the other party, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in each case, in a manner that does would not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Upon reasonable prior notice and subject to applicable Law, from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeTime, the Company shall, and shall (i) give cause each of its Subsidiaries and the officers, directors, employees and Representatives of the Company and its Subsidiaries to, afford Parent and its Representatives officers, directors, employees and Representatives, following notice from Parent to the Company in accordance with this Section 5.4, reasonable access during normal business hours to the officesofficers, employees, agents, properties, offices and other facilities, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation contracts of the Company and its Subsidiaries; provided that, (x) no investigation and all other financial, operating and other data and information as Parent may reasonably request and, during such period shall furnish, and shall cause to be furnished, as promptly as reasonably practicable, to Parent, a copy of each report, schedule and other document filed or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made received by the Company under this Agreement, and (y) nothing herein shall require the Company, or any of its Subsidiaries pursuant to the requirements of the federal securities laws or a Governmental Body, except, with respect to examination reports, as may be restricted by applicable Law. Subject to compliance with applicable Law, from the date hereof until the Effective Time, the Company and Parent shall confer on a regular basis with one or more representatives of Parent to report material operational matters and the general status of ongoing operations and shall promptly provide Parent with (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company's management, including copies of the unaudited monthly consolidated financial statements, and (B) any of their respective Representatives other written reports or other written materials reasonably requested by Parent. Notwithstanding the foregoing, the Company and its Subsidiaries shall not be obligated to disclose any information that that, in its sole and absolute discretion after consultation with outside legal counsel, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or order or (ii) the disclosure of which would be reasonably likely to cause a the loss of any material attorney-client, work product client or any other legal privilege (it being understood that the parties shall use reasonable best efforts with respect to cause such information to be provided in a manner that does not result in such loss, or which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation waiver of any Applicable Lawother privilege or trade secret protection held by the Company or any of its Subsidiaries. Any The Company shall be entitled to have Representatives present at all times during any such inspection. No investigation pursuant to this Section 8.06 shall be conducted in such manner as not 5.4 or information provided, made available or delivered to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained Parent pursuant to this Section 8.06 5.4 or otherwise shall affect any other provision of this Agreement shall be subject to the terms representations or warranties of the Confidentiality Agreement dated May 17, 2006, between Company or conditions or rights of Parent and the Company (the “Confidentiality contained in this Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time (a) Upon reasonable prior notice and the termination of this Agreement pursuant subject to its terms, upon reasonable noticeapplicable law, the Company shall, and shall (i) give cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of Parent and its Representatives reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records of such party records, and to its Subsidiariesofficers, (ii) furnish to Parent and its Representatives such financial and operating data employees, accountants, counsel and other information as such Persons may reasonably requestrepresentatives, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided each case in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business of the Company and its Subsidiaries. Any information that is obtained , and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state lending laws (other than reports or documents which the Company is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. At the request of Parent, the Company shall comply with its obligations under the preceding sentence by providing electronic access to such documents and information on the online data room established by the Company prior to the date hereof. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) jeopardize the attorney-client privilege of the institution in possession or control of such information, (B) contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Section 8.06 Agreement in the ordinary course of business consistent with past practice, or (C) be adverse to the interests of the Company or any other provision of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information and materials furnished pursuant to this Agreement shall be subject to the terms provisions of the Confidentiality Agreement Agreement, dated May 17February 16, 2006, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 8.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each party hereto will comply with case other than as expressly set forth in the terms of the Confidentiality Agreement, whether or not a party theretoCompany’s representations and warranties contained in Section 5.

Access to Information. (a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeAgreement, the Company shall will (i) give Parent and its Representatives reasonable Purchaser and their authorized accountants, investment bankers, counsel and other representatives access (during normal regular business hours upon reasonable notice and to the officesextent such access does not unreasonably interfere with conduct of business operations in the ordinary course) to all employees, propertiesoffices and other facilities and to all books, books contracts, commitments and records (including Tax returns) of such party the Company and its Subsidiaries and will use its reasonable best efforts to cause the Company's and its Subsidiaries' independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) furnish to permit Parent and Purchaser to make such inspections as they may reasonably require (during regular business hours upon reasonable notice and to the extent such access does not unreasonably interfere with conduct of business operations in the ordinary course), (iii) cause its Representatives officers and those of its Subsidiaries to furnish Parent and Purchaser with such financial and operating data and other information as such Persons may reasonably requestwith respect to the business, properties and (iii) instruct the Representatives personnel of the Company and its Subsidiaries as Parent or Purchaser may from time to time reasonably cooperate with request and (iv) furnish promptly to Parent in its investigation and Purchaser a copy of the Company each report, schedule and its Subsidiaries; provided that, (x) no investigation other document filed or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made received by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause during such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels period pursuant to the parties reasonably conclude that such agreements are likely to preserve requirements of the privilege), federal or would constitute a violation of any Applicable Law. Any investigation state securities laws. (b) Information obtained by Parent or Purchaser pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement 6.03(a) shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions of the Confidentiality Agreement, whether the terms of which are incorporated herein by reference. (c) The Company and its Subsidiaries shall not be required to provide access to or not a party theretoto disclose information where such access or disclosure would violate or prejudice the obligations of the Company or such Subsidiary to customers, jeopardize the attorney-client privilege of any Person or contravene any law, order or contract 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 preceding sentence apply.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeTime, the Company shall (ia) give Parent provide Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, offices and books and records of such party the Company and its Subsidiaries, (ii) furnish to Parent Subsidiaries and its Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iiib) instruct the Representatives employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 7.03 shall comply with applicable Law and be conducted during business hours and in such manner so as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained by Parent in any investigation pursuant to this Section 8.06 7.03 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Nothing in this Section 7.03 shall require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third Persons, (ii) to disclose any privileged information of the Company or any of its Subsidiaries provided the parties use their reasonable best efforts to enter into a joint interest agreement that would allow for the sharing of such information, or (iii) to permit invasive testing of any of the Company’s or its Subsidiaries’ real property. In no event shall the Company be required to supply pursuant to this Section 7.03 to Parent, or Parent’s representatives, any information relating to indications of interest from, or discussions with, any other provision potential acquirers of this Agreement the Company, with respect to which Section 7.04 shall apply. All requests for access to the offices or books and records of the Company or its Subsidiaries shall be subject made to such representatives of the terms of Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. All information disclosed by the Company to Parent and its representatives pursuant hereto shall be kept confidential consistent with the confidentiality provisions set forth in the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”)) dated October 8, 2010 between the Company, Ramius and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoMerger Subsidiary.

Access to Information. From the date hereof Agreement Date until the earlier of the Effective Share Acceptance Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeAgreement, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientthe Parent and the Purchaser reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels materially disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries. Any , during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that is obtained pursuant to this Section 8.06 nothing herein shall require the Company or any other provision of this Agreement shall be subject its Subsidiaries to disclose any information to the terms Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Confidentiality Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated May 17April 28, 20062010, by and between Parent the Company and the Company Parent (the “Confidentiality Agreement”)) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and each party hereto will comply with the terms of Company’s Representatives (as defined in the Confidentiality Agreement, whether or not a party thereto).

Access to Information. From and after the date hereof until Spin-Off Date, each of Geo Point Nevada and Geo Point Utah shall afford to the earlier of other and to the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its other’s Representatives reasonable access and duplicating rights, during normal business hours and upon reasonable advance notice, to all Information within the offices, properties, books and records possession or control of such party and its Subsidiariesrelating to the other party’s business, (ii) furnish Assets or Liabilities or relating to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken arising in connection with the transactions contemplated hereunderrelationship between the parties on or prior to the Spin-Off Date, shall affect insofar as such access is reasonably required for a reasonable purpose, subject to the provisions below regarding Privileged Information. Without limiting the foregoing and except as otherwise provided in the Separation Documents, Information may be requested for audit, accounting, claims, litigation and Tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations. In furtherance of the foregoing: (a) Each party hereto acknowledges that: (i) Each of Geo Point Nevada and Geo Point Utah has or be deemed to modify any representation may obtain Privileged Information; (ii) there are a number of common matters affecting each or warranty made by the Company under this Agreementboth of Geo Point Nevada and Geo Point Utah, and (y) nothing herein shall require each have a common legal interest in the Company, any preservation of its Subsidiaries or any the confidential status of their respective Representatives the Proprietary Information relating to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Geo Point Nevada or Information or relating to or arising in connection with the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 relationship between the parties on or any other provision of this Agreement shall be subject prior to the terms Spin-Off Date; and (iv) both Geo Point Nevada and Geo Point Utah intend that the Transactions contemplated hereby and by the other Separation Documents and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any applicable privilege. (b) Each of Geo Point Nevada and Geo Point Utah agrees not to disclose or otherwise waive any privilege attaching to any Privileged Information, or rights attaching to any Proprietary Information relating to the business of Geo Point Nevada and Geo Point Utah, respectively, or relating to or arising in connection with the relationship between Geo Point Nevada and Geo Point Utah on or prior to the Spin-Off Date, without providing prompt written notice to and obtaining the prior written consent of the Confidentiality Agreement dated May 17other, 2006which consent shall not be unreasonably withheld, between Parent delayed or conditioned; provided, however, that Geo Point Nevada and Geo Point Utah may make such disclosure or waiver with respect to Privileged Information, or rights any Proprietary Information if such Information relates solely to the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms pre-Separation business of the Confidentiality Agreement, whether or not a party theretoother.

Access to Information. (a) From the date hereof Execution Date until the earlier Closing Date, ETE will, upon request by the Regency Parties, exercise its rights under Section 5.3 of the Effective Time ETP Redemption Agreement in order to afford the Regency Parties, their counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) such access and information as ETP has agreed to provide to ETE and its Representatives under Section 5.3 of the termination of this Agreement pursuant to ETP Redemption Agreement. To the fullest extent permitted by Law, ETE and its terms, upon reasonable notice, the Company Representatives and Affiliates shall (i) not be responsible or liable to the Regency Parties for personal injuries sustained by the Regency Parties’ Representatives in connection with the access provided pursuant to this Section 5.4(a) and (ii) shall be indemnified and held harmless by the Regency Parties for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of ETE. The Regency Parties agree that they will not, and will cause their Representatives not to, use any information obtained pursuant to this Section 5.4(a) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. (b) From the Execution Date until the Closing Date, Regency will, and will cause each of its Subsidiaries to, (i) give Parent ETE and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party Regency and its Subsidiaries, in each case during normal business hours and (ii) furnish to Parent ETE and its Representatives such financial and operating data and other information relating to Regency and its Subsidiaries as such Persons may reasonably request, and (iii) instruct the Representatives of the Company subject to ETE’s and its Subsidiaries to reasonably cooperate Representatives’ compliance with Parent in its investigation applicable Law governing the use of such information. Notwithstanding the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to foregoing provisions of this Section 8.06 5.4(b), Regency shall not be required to, or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, cause any of its Subsidiaries to, grant access or furnish information to ETE or any of their respective its Representatives to disclose any the extent that such information that would cause a loss of is subject to an attorney-client, /client or attorney work product privilege or any other legal privilege (it being understood that such access or the parties shall use reasonable best efforts to cause furnishing of such information to be provided is prohibited by law or an existing contract or agreement. To the extent practicable, Regency shall make reasonable and appropriate substitute disclosure arrangements under circumstances in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community the restrictions of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawpreceding sentence apply. Any investigation pursuant to this Section 8.06 5.4(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and Regency or its Subsidiaries. Any Notwithstanding the foregoing, ETE shall not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of Regency or its Subsidiaries without the prior written consent of Regency. To the fullest extent permitted by Law, Regency and its Representatives and Affiliates shall (A) not be responsible or liable to ETE for personal injuries sustained by ETE’s Representatives in connection with the access provided pursuant to this Section 5.4(b) and (B) shall be indemnified and held harmless by ETE for any losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of Regency. ETE agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 or 5.4(b) for any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality transactions contemplated by this Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) During the date hereof period commencing on the Agreement Date and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to and the Effective Time, (a) the Company shall (and shall cause each Company Subsidiary to) afford Acquiror and its termsaccountants, counsel and other representatives, reasonable access upon reasonable noticeadvance notice during business hours to (i) all of the Company’s and each Company Subsidiary’s properties, books, Contracts and records and (ii) other information concerning the business, properties and personnel of the Company or any Company Subsidiary as Acquiror may reasonably request; provided, that the Company shall not be required to provide Acquiror or its agents with access to any files, books, records or information where such access would (A) waive any privileges or protections under applicable Legal Requirements, (B) violate any privacy rights applicable to employees or (C) violate the terms of any nondisclosure or similar Contract with any third party (provided, that in each case, the Company shall (i) give Parent and use its Representatives commercially reasonable efforts to provide Acquiror with access during normal business hours to such information to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a fullest extent practicable without risking loss of attorney-clientprivilege or protections under such Legal Requirement, work product privacy right or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause Contract, including, for example, providing for such information to be provided reviewed by counsel for Acquiror on terms reasonably acceptable to counsel for the Company). (b) From and after the Closing, Acquiror will make or cause to be made available (including by electronic means, to the extent available) to the Securityholders’ Representative all books, records, Tax Returns and documents of the Company (and the assistance of employees responsible for such books, records and documents or whose participation is reasonably necessary or desirable in a manner connection therewith) as may be reasonably necessary for such purposes for which access to such documents is reasonably necessary for the Securityholders’ Representative to exercise its rights and conduct its duties hereunder; provided, however, that does not result any such access or furnishing of information shall be during the Company’s normal business hours, under the supervision of Acquiror’s personnel and in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct normal operations of Acquiror or the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoCompany.

Access to Information. From the date hereof until the earlier The Company shall, and shall --------------------- cause each of the Effective Time its Subsidiaries to, afford to Parent, and the termination of this Agreement pursuant to its termsParent's accountants, upon reasonable noticecounsel, the Company shall (i) give Parent financial advisors and its Representatives other representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours during the period from the date of this Agreement through the Effective Time to all their respective properties, books, contracts, commitments and records (including the availability of an office at the Company's corporate headquarters where Parent's representatives may work on a day-to-day basis) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the offices, properties, books requirements of federal or state laws and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) that no investigation or request pursuant to this Section 8.06 7.2 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall will affect or be deemed to modify any representation or warranty of the representations and warranties made by the Company under in this Agreement. In no event shall the Company be requested to supply to Parent, or to Parent's accountants, counsel, financial advisors or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company which were received or conducted prior to the date hereof, except to the extent necessary for use in the Offer Documents, the Schedule 14D-9 and the Proxy Statement and/or the Information Statement. Except as required by law, Parent will hold, and (y) nothing herein will cause its affiliates, associates and representatives to hold, any nonpublic information in confidence until such time as such information otherwise becomes publicly available and shall require use its reasonable best efforts to ensure that such affiliates, associates and representatives do not disclose such information to others without the prior written consent of the Company. In the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all nonpublic documents so obtained from the Company or any of its Subsidiaries or and any copies made of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretodocuments for Parent.

Access to Information. From (a) Upon reasonable prior notice and subject to applicable Laws relating to the date hereof until exchange of information, Seller shall, and shall cause each of its Subsidiaries to, afford to the earlier officers, employees, accountants, counsel and other Representatives of the Effective Time and the termination of this Agreement pursuant to its termsParent, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access without undue interruption, during normal business hours during the period from the date of this Agreement until the Effective Time, or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to all of its properties, books, contracts, commitments and records (other than confidential information contained in personnel files to the officesextent the disclosure of such information is prohibited by privacy Laws), and their accountants and accountants’ work papers. Seller also shall provide Parent with such access to the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of Seller’s business, properties, books prospects and records of such party and its Subsidiaries, (ii) furnish to personnel as Parent and its Representatives such financial and operating data and other information as such Persons or Purchaser may reasonably request. Neither Seller nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any law, and (iii) instruct rule, regulation, order, judgment, decree, or binding agreement entered into prior to the Representatives date of this Agreement or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation preceding sentence apply. In furtherance of the Company foregoing, no information identifying individual employees or consultants of Seller or any Subsidiary of Seller or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Seller Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the EU Personal Data Privacy Directive or similar legislation, except to the extent permitted by a contractual undertaking entered into by Seller and Parent regarding maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. (b) With respect to all information furnished by one party to the other party or its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company Representatives under this Agreement, the parties shall comply with, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of cause their respective Representatives to disclose any information that would cause a loss comply with, all of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of their respective obligations under the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoAgreements.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date hereof until exchange of information, each of Parent Holdings and Golden State shall, and shall cause its Subsidiaries to, afford to the earlier officers, employees, accountants, counsel 119 and other representatives of the Effective Time and the termination of this Agreement pursuant to its termsother party, upon reasonable noticeaccess, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books and records of such party and its Subsidiariesbooks, (ii) furnish to Parent and its Representatives such financial and operating data contracts, commitments, records, officers, employees, ac countants, counsel and other representatives and, during such period, it shall, and shall cause its Subsidiaries to, make available to the other party all information concerning its business, properties and personnel as such Persons the other party may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with . Neither Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or Holdings nor Golden State nor any of their respective Representatives Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of such party's customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) All information furnished by any party hereto or its Subsidiaries (the "Delivering Party") to any other party hereto or its Subsidiaries (the "Receiving Party") or their representatives pursuant hereto shall be treated as the sole property of the Delivering Party and, if the Mergers shall not occur, the Receiving Party and its representatives shall return to the Delivering Party all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Receiving Party shall, and shall use its reasonable best efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for five years from the date the proposed Merger is abandoned and shall not apply to (i) any information that would cause which (x) was already in the Receiving Party's possession prior to the disclosure thereof by the Delivering Party; (y) was then generally known to the public; or (z) was disclosed to the Receiving Party by a loss third party not bound by an obligation of attorney-clientconfidentiality or (ii) disclosures made as required by law. It is further agreed that, work product or any other legal privilege if in the absence of a protective order (it being understood that which the parties Receiving Party shall use reasonable best efforts to cause obtain) or the receipt of a waiver hereunder the Receiving party is nonetheless, in the opinion of its counsel, compelled to 121 disclose information concerning the Delivering Party to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Receiving Party may disclose such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one tribunal or more joint defense governmental body or community agency without liability hereunder. (c) No investigation by either of interest agreements on customary terms if counsels to the parties reasonably conclude that such or their respective representatives shall affect the representations, warranties, covenants or agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoset forth herein.

Access to Information. From Subject to Applicable Law and applicable contractual restrictions entered into prior to the date hereof until the earlier of the Effective Time and the termination of this Agreement, and solely for purposes of furthering the transactions contemplated by this Agreement pursuant to its termsor transition or integration planning related thereto, upon reasonable notice, the Company shall (iand shall cause its Subsidiaries to) give Parent afford Parent’s officers and its Parent’s other authorized Representatives reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to its properties, books books, Contracts, records and records personnel (it being understood and agreed that the preparation of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such any financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives statements of the Company shall be governed by Section 6.18 and not this Section 6.05). The foregoing shall not require the Company or its Subsidiaries (a) to reasonably cooperate with Parent provide access to or otherwise make available or furnish any books, Contracts or records to the extent such access would constitute a violation of a confidentiality, non- disclosure or other similar agreement in its investigation effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify based on advice of outside counsel jeopardize any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege or protection, (it being understood c) to provide access to the extent that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries, (d) to provide access to or otherwise make available or furnish any information relating to the process conducted by the Special Committee that led to the execution of this Agreement or (e) to provide access to or otherwise make available or furnish any information if and to the extent that the parties provision of such information could in the judgment of the Company based on advice of counsel violate any Applicable Law; provided, that the Company and its Subsidiaries shall use reasonable best efforts to cause such information to be provided make appropriate substitute arrangements for access by Parent and its authorized Representatives in a manner that does not result in such lossthe issues described in the foregoing clauses (a) through (e). Except in the ordinary course of business of Parent, which reasonable best efforts shall include entering into one Acquirer, Merger Sub or more joint defense or community of interest agreements on customary terms if counsels their respective Affiliates and unrelated to the parties reasonably conclude that transactions contemplated hereby, Parent, Acquirer, Merger Sub and Merger Sub II shall not, and shall cause their respective Representatives not to, contact any employee of the Company not directly involved in the negotiation of the transactions contemplated by this Agreement or any customer, technology or other partner, vendor or supplier of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement, without the Company’s prior written consent (such agreements are likely consent not to preserve the privilegebe unreasonably withheld, conditioned or delayed), or would constitute a violation and Parent, Acquirer, Merger Sub and Merger Sub II acknowledge and agree that any such contact shall be arranged and supervised by Representatives of any Applicable Lawthe Company. Any investigation All requests for information made pursuant to this Section 8.06 6.05 shall be conducted in directed to the Chief Legal Officer or other Person designated by the Company. All such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to deemed Evaluation Material (as defined in the applicable Confidentiality Agreement) under and be governed by the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “applicable Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Subject to applicable Law, including Antitrust Law, and to reasonable restrictions relating to COVID-19, during the period from the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant Agreement, Parent will be entitled, through its employees and Representatives, to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives have reasonable access during normal business hours to the officesassets, properties, books business, operations, personnel and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its each Company Subsidiary solely for the purpose of furthering the transactions contemplated by this Agreement and for integration planning purposes. Any such investigation and examination will be conducted during normal business hours upon reasonable advance notice, at Parent’s expense and under the supervision of appropriate personnel of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct normal operation of the business of the Company, and will be subject to the Company’s reasonable security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Company’s business, and the Company will cooperate fully therein. No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will furnish the Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such Representatives may reasonably request and cause its SubsidiariesRepresentatives to cooperate fully with such Representatives of Parent, in each case, in connection with such purposes. Any Nothing herein will require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to disclose such information on a basis that is obtained does not waive such privilege with respect thereto), (ii) contravene any applicable Law or protective order (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law or such protective order) or (iii) result in the disclosure of any Trade Secrets of third parties; provided, that information will be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 8.06 or any other provision 6.2, Parent will comply with, and will instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. From the date of this Agreement until the earlier of termination of this Agreement or the Effective Time, the Company shall be subject provide Parent the information described in Section 6.2 of the Company Disclosure Letter. Notwithstanding anything to the terms of the Confidentiality Agreement dated May 17contrary herein, 2006, between Parent and no breach by the Company (of its obligations under the “Confidentiality Agreement”foregoing sentence shall constitute a breach of this Agreement by the Company for purposes of Section 7.2(b) or Section 8.1(c)(i), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date hereof until the earlier exchange of information, each of the Effective Time Buyer and the termination Seller, for the purposes of verifying the representations and warranties of the other and relating to the Merger and the other matters contemplated by this Agreement pursuant Agreement, shall, and shall cause each of their respective subsidiaries to, afford to its termsthe officers, upon reasonable noticeemployees, accountants, counsel and other representatives of the Company shall (i) give Parent and its Representatives reasonable access other party, access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records records, and, during such period, each of the Buyer and the Seller shall, and shall cause their respective subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Buyer or the Seller, as the case may be, is not permitted to disclose under applicable law) and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons party may reasonably request, and (iii) instruct . Neither the Representatives of Buyer nor the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or Seller nor any of their respective Representatives subsidiaries shall be required to provide access to or to disclose any information that where such access or disclosure would cause a loss violate or prejudice the rights of the Buyer's or the Seller's, as the case may be, customers, jeopardize the attorney-clientclient privilege of the institution in possession or control of such information or contravene any law, work product 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 preceding sentence apply. (b) All information furnished by any party hereto to the other legal privilege (it or its representatives pursuant hereto shall be treated as the sole property of the party providing the information and, if the Merger shall not occur, the party being understood that furnished such information shall return to the other party all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The parties hereto shall, and shall use their reasonable best efforts to cause their representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to be provided keep such information confidential shall continue for five years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in a manner that does not result in the possession of the party being furnished such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels information prior to the parties reasonably conclude that such agreements are likely disclosure thereof by the other party, (y) was then generally known to preserve the privilege)public, or would constitute (z) was disclosed to the party being furnished such information by a violation third party not bound by an obligation of any Applicable Law. Any confidentiality; or (ii) disclosures made as required by law. (c) No investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct by either of the business parties or their respective representatives shall affect the representations and warranties of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoset forth herein.

Access to Information. From (a) During the date hereof until Interim Period, to the earlier of the Effective Time and the termination of this Agreement pursuant to its termsextent permitted by applicable Law, upon reasonable noticeadvance notice and at the reasonable request of Parent for purposes of furthering the Transactions, the Company shall, and shall cause each Company Subsidiary to, (i) give Parent and its authorized Representatives reasonable access during normal business hours to the offices, all properties, facilities, personnel and books and records of the Company and each Company Subsidiary in such party a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary and its Subsidiaries, (ii) permit such inspections as Parent may reasonably require and reasonably promptly furnish to Parent and its Representatives with such financial and operating data and other information as such Persons may reasonably requestwith respect to the business, properties and (iii) instruct the Representatives personnel of the Company and each Company Subsidiary as Parent may reasonably request; provided, that all such access shall be coordinated through the Company or its Subsidiaries designated Representatives, in accordance with such reasonable procedures as they may establish; provided, further, that notwithstanding anything to the contrary herein, Parent and its affiliates shall not conduct any environmental investigation at any Company Real Property involving sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any Company Real Property. Notwithstanding the foregoing, the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would be reasonably cooperate with Parent likely to: (i) result in its investigation a risk of loss or waiver of attorney-client privilege, attorney work product or other legal privilege; (ii) violate any obligations of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant any Company Subsidiary with respect to this Section 8.06 confidentiality to any third party or otherwise as undertaken in connection with the transactions contemplated hereunderbreach, shall affect contravene or be deemed violate any Contract to modify any representation or warranty made by which the Company under or any Company Subsidiary is party; (iii) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive; (iv) breach, contravene or violate any applicable Law; or (v) result in the disclosure of information relating to the negotiation and execution of this Agreement, and (y) nothing herein shall require including with respect to the Company, any consideration or the valuation of its Subsidiaries the Mergers or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientfinancial or strategic alternatives thereto (provided, work product or any other legal privilege (it being understood that the parties Company shall use commercially reasonable best efforts to cause allow for such information to be provided access or disclosure in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegeevents set out in clauses (i) through (iv), or would constitute a violation of any Applicable Law). Any No investigation pursuant to under this Section 8.06 5.3(a) or otherwise shall be conducted in such manner as not to interfere unreasonably with affect the conduct of the business representations, warranties, covenants or agreements of the Company and its Subsidiaries. Any information that is obtained pursuant or the Partnership or the conditions to this Section 8.06 or any other provision the obligations of the parties under this Agreement and shall be subject not limit or otherwise affect the rights or remedies available hereunder. (b) Each party will hold and will cause their authorized Representatives to hold in confidence all documents and information concerning the other party or its subsidiaries made available or provided to them or their Representatives by the first party or their Representatives in connection with the Mergers and the other Transactions pursuant to the terms of the Confidentiality that certain Mutual Non-Disclosure Agreement dated May 17, 2006, between Parent and entered into among the Company and Parent, dated January 27, 2026 (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and each party hereto will comply effect. (c) Prior to the Company Merger Effective Time, Parent shall not, and shall cause its respective Representatives and affiliates not to, contact or otherwise communicate with parties with which the terms Company or any Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Confidentiality AgreementCompany and the Company Subsidiaries or this Agreement and the transactions contemplated hereby without the prior written consent of the Company (not be unreasonably withheld, whether delayed or not a party theretoconditioned) (provided, that, for the avoidance of doubt, nothing in this Section 5.3(c) shall be deemed to restrict Parent and its Representatives and affiliates from contacting such parties in pursuing the business of Parent and its Subsidiaries operating in the ordinary course).

Access to Information. From (a) Subject to applicable Law, between the date hereof until the earlier of and the Effective Time Time, Company T will give Company Y and the termination of this Agreement pursuant to its termsMerger Sub and their authorized representatives (including counsel, upon reasonable notice, the Company shall (ifinancial advisors and auditors) give Parent and its Representatives reasonable access during normal business hours to the officesall employees, propertiesofficers, agents, contracts and properties and to all books and records of such party Company T and its Subsidiaries, (ii) will permit Company Y and Merger Sub to make such inspections as Company Y and Merger Sub may reasonably require and will cause Company T’s officers and those of its Subsidiaries to furnish to Parent Company Y and its Representatives Merger Sub with such financial and operating data and other information as such Persons may reasonably requestwith respect to the business, properties and (iii) instruct the Representatives personnel of the Company T and its Subsidiaries as Company Y or Merger Sub may from time to time reasonably cooperate with Parent in its investigation of the Company and its Subsidiariesrequest; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 5.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by Company T. For the avoidance of doubt, none of Company under this Agreement, and (y) nothing herein shall require the Company, T or any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) waive the attorney-client privilege of Company T or any of their respective Representatives its Subsidiaries (provided that Company T shall use its reasonable best efforts to disclose any information allow for such access or disclosure to the maximum extent that would cause does not result in a loss of attorney-clientclient privilege), work product (ii) contravene any applicable Law or any other legal privilege requirements of Governmental Entities (it being understood provided that the parties Company T shall use its reasonable best efforts to cause make appropriate substitute arrangements to permit reasonable disclosure not in violation of such information law or requirement) or (iii) breach the terms of a confidentiality agreement with a third party entered into prior to be the date hereof (provided in a manner that does not result in such loss, which Company T shall use its reasonable best efforts shall include entering into one to obtain the required consent of such third party to such access or more joint defense disclosure). If any information is withheld by Company T or community any of interest agreements on customary terms if counsels its Subsidiaries pursuant to the parties reasonably conclude that such agreements are likely proviso to preserve the privilege)preceding sentence, or would constitute a violation Company T shall inform Company Y as to the general nature of any Applicable Law. Any investigation what, and pursuant to this Section 8.06 which clause of the proviso in the preceding sentence such information, is being withheld. (b) Between the date hereof and the Effective Time, Company T shall be conducted in such manner as not furnish to interfere unreasonably Company Y, (i) concurrently with the conduct of delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company T management and (ii) at the business of earliest time they are available, such financial statements as are prepared for the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoT SEC Reports.

Access to Information. From During the date hereof until period from the execution of this Agreement through the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeterms or the Effective Time, the Company shall (i) give Parent will, and will cause each Company Subsidiary and Nonprofit Organization to, afford representatives of Acquiror and its Representatives financing sources reasonable access during normal business hours to officers, employees, agents and representatives of the officesCompany, propertiesthe Company Subsidiaries and the Nonprofit Organizations and to all of their respective properties (including without limitation, books access for the purpose of (i) performing any non-intrusive environmental procedures, investigations or studies, or taking other non-intrusive actions related thereto, in connection with obtaining Phase I Environmental Site Assessments for or at the Real Property and records of such party and its Subsidiaries, (ii) furnish to Parent preparing and its Representatives such financial and operating data coordinating programs, objectives and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels related to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct integration of the business of the Company with the business of Acquiror and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms Affiliates following consummation of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”Cash Merger), and will furnish, within a reasonable time, to Acquiror all information (including extracts and copies of books, records, contracts and other documents, including a copy of each party hereto report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws) concerning the operations and business of the Company, any Company Subsidiary or any Nonprofit Organization, including access to their respective personnel as Acquiror may reasonably request. In conducting any inspection of any properties of the Company, the Company Subsidiaries or the Nonprofit Organizations, neither Acquiror nor any of its representatives will comply (A) interfere with the terms business of the Confidentiality AgreementCompany, whether any Company Subsidiary or any Nonprofit Organization conducted at such property, or (B) damage any property or any portion thereof. The Company acknowledges and agrees that Acquiror will be permitted to contact and have discussions with any vendors, suppliers, tenants and subtenants; provided that Acquiror provides the Company with reasonable advance notice of its intention to take any of the foregoing actions and Acquiror agrees to use its reasonable best efforts not a to unreasonably interfere with the business of the Company, any Company Subsidiary or any Nonprofit Organization in taking any of the foregoing actions. The Company and Acquiror will each promptly provide the other copies of all filings made by such party theretowith any Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Upon reasonable notice to its termsLafite, upon reasonable notice, the Company shall (i) give Parent Lafite and its Subsidiaries shall, and shall cause their respective officers, directors, employees and other Representatives reasonable to, afford Tempranillo’s officers and other authorized Representatives access as requested by Tempranillo, during normal business hours throughout the Pre-Closing Period, to the officestheir respective Representatives, officers, employees, properties, books assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and records any other documents and information of such party Lafite and its SubsidiariesSubsidiaries (whether in physical or electronic form) and shall furnish Tempranillo all financial, operating and other data and information, in each case, as Tempranillo through its officers, employees or other Representatives, may reasonably request; provided however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Lafite and its Subsidiaries shall not be required to create any financial, operating or other data and information, or any business plans, forecasts, projections or other similar analyses, that Lafite does not prepare in the ordinary course of its business outside the context of this Agreement and the Transactions. Notwithstanding the foregoing, neither Lafite nor any of its Subsidiaries shall be required to disclose any information to Tempranillo to the extent Lafite determines, in its good faith judgment, such disclosure (i) would jeopardize the attorney-client privilege or work product protection, (ii) furnish would reasonably be expected to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestresult in a loss of Trade Secret protection, and or (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiarieswould contravene or violate any Applicable Law; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties Lafite shall use its reasonable best efforts (A) to cause allow for such information to be provided access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such loss, which reasonable best efforts shall include entering into one information so as to address such matters that is reasonably acceptable to Tempranillo and Lafite. With respect to all information provided to Tempranillo or more joint defense any of its Representatives by Lafite or community any of interest agreements on customary terms if counsels to its Representatives in connection with this Agreement and the parties reasonably conclude that such agreements are likely to preserve consummation of the privilege), or would constitute a violation of Transactions (including any Applicable Law. Any investigation information disclosed pursuant to this Section 8.06 6.05) Tempranillo shall comply with and shall instruct its Representatives to comply with, all of its obligations under the Confidentiality Agreement. (b) No information or knowledge obtained by Tempranillo pursuant to Section 6.02, this Section 6.05 or otherwise shall affect or be conducted deemed to affect or modify any representation, warranty, covenant or agreement contained in such manner as not this Agreement, the conditions to interfere unreasonably the obligations of the parties to consummate the Transactions, including the Merger, in accordance with the conduct of the business of the Company terms and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision provisions of this Agreement or otherwise prejudice in any way the rights and remedies of Tempranillo hereunder, nor shall any such information, knowledge or investigation be subject deemed to affect or modify Tempranillo’s reliance on the terms of the Confidentiality Agreement dated May 17representations, 2006warranties, between Parent covenants and the Company (the “Confidentiality agreements made by Lafite in this Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to its terms, upon reasonable noticeConfidentiality Agreement, the Company shall (i) give Parent to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access (during normal regular business hours upon reasonable notice) to the offices, properties, books and records of such party the Company and its Subsidiaries, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained by Parent in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any other provision similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Agreement Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement dated May 17, 2006, between Parent shall continue in full force and effect in accordance with its terms until the Company (earlier of the “Confidentiality Agreement”), and each party hereto will comply with Effective Time or the terms expiration of the Confidentiality Agreement, whether or not a party theretoAgreement according to its terms.

Access to Information. From the date hereof until the earlier of the Effective Time (a) Subject to applicable law, Cereus and the termination of this Agreement pursuant its Subsidiaries shall afford to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable respective accountants, counsel, financial advisors and other representatives (the "PARENT REPRESENTATIVES") and Parent and its Subsidiaries shall afford to Cereus and its accountants, counsel, financial advisors and other representatives (the "CEREUS REPRESENTATIVES") full access during normal business hours with reasonable notice throughout the period prior to the offices, Effective Time to all of their respective properties, books 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 such party each report, schedule and its Subsidiaries, other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the Transactions and (ii) furnish to Parent and its Representatives such financial and operating data and other information concerning their respective businesses, properties and personnel as such Persons may either Company shall reasonably request; provided, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thathowever, (x) that no investigation or request pursuant to this Section 8.06 6.1 shall amend or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation representations or warranty warranties made by herein or the Company under this Agreement, conditions to the obligations of the respective parties to consummate the Merger. Cereus and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall hold and shall use their reasonable best efforts to cause such information the Cereus Representatives to be provided in a manner that does not result in such losshold, which and Parent and its Subsidiaries shall hold and shall use their reasonable best efforts to cause Parent Representatives to hold, in strict confidence all nonpublic documents and information furnished to each Company, in connection with the Transactions contemplated by this Agreement, except that (i) Cereus and Parent may disclose such information as may be necessary in connection with seeking the Cereus Required Statutory Approvals, Cereus Stockholders' Approval, Parent Required Statutory Approvals and Parent Stockholders' Approval and (ii) each of Cereus and Parent may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each Company shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels promptly redeliver to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation other all nonpublic written material provided pursuant to this Section 8.06 6.1 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 writings prepared by a Company based on the information in such material shall be conducted in such manner as not destroyed (and each Company shall use their respective reasonable best efforts to interfere unreasonably with the conduct of the business of the Company cause their advisors and its Subsidiaries. Any information that is obtained pursuant representatives to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17similarly destroy their documents, 2006, between Parent memoranda and the Company (the “Confidentiality Agreement”notes), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretosuch destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction.

Access to Information. From (a) Upon reasonable prior notice and subject to applicable Laws relating to the date hereof until exchange of information, Seller shall, and shall cause each of its Subsidiaries to, afford to the earlier officers, employees, accountants, counsel and other Representatives of the Effective Time and the termination of this Agreement pursuant to its termsParent, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access without undue interruption, during normal business hours during the period from the date of this Agreement until the Effective Time, or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, to all of its properties, books, contracts, commitments and records (other than confidential information contained in personnel files to the officesextent the disclosure of such information is prohibited by privacy Laws), and their accountants and accountants’ work papers. Seller also shall provide Parent with such access to the appropriate individuals (including management personnel, attorneys, accountants and other professionals) for discussion of Seller’s business, properties, books prospects and records of such party and its Subsidiaries, (ii) furnish to personnel as Parent and its Representatives such financial and operating data and other information as such Persons or Purchaser may reasonably request. Neither Seller nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any law, and (iii) instruct rule, regulation, order, judgment, decree, or binding agreement entered into prior to the Representatives date of this Agreement or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation preceding sentence apply. In furtherance of the Company foregoing, no information identifying individual employees or consultants of Seller or any Subsidiary of Seller or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Seller Disclosure Schedule) in respect of employees or consultants that are employed (or were employed and remain domiciled) in any country that has enacted legislation implementing the EU Personal Data Privacy Directive or similar legislation, except to the extent permitted by a contractual undertaking entered into by Seller and Parent regarding maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. (b) With respect to all information furnished by one party to the other party or its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company Representatives under this Agreement, the parties shall comply with, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of cause their respective Representatives to disclose any information that would cause a loss comply with, all of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of their respective obligations under the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the date hereof until "PARENT REPRESENTATIVES") and Parent and its subsidiaries shall afford to the earlier of Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") access at reasonably scheduled times throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and the termination of this Agreement pursuant records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to its terms, upon reasonable notice, the Company shall one another (i) give Parent a copy of each report, schedule and its Representatives reasonable access during normal business hours other document filed or received by any of them pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal or state securities laws or filed by any of them with the SEC throughout the period prior to the Effective Time, (ii) furnish to Parent and its Representatives such financial and operating data and a copy of each notice or other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation communication from any governmental or request pursuant to this Section 8.06 regulatory agency or otherwise as undertaken authority in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (yiii) nothing herein shall require such other information concerning their respective businesses, properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided, however, that (A) 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 its Subsidiaries the respective parties to consummate the Merger and (B) no access or disclosure shall be required to be provided if such access or disclosure would impair any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product client privilege of the disclosing party or would violate any other legal privilege (it being understood that the parties applicable law or regulation. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause such information the Parent Representatives to be provided in a manner that does not result in such losshold, which and the Company and its subsidiaries shall hold and shall use their reasonable best efforts shall include entering into one to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude Company, as the case may be, in connection with the transactions contemplated by this Agreement in accordance with the provisions of the Confidentiality Agreements, except that (i) Parent, Subsidiary and the Company may disclose such agreements are likely information as may be necessary in connection with seeking the Parent Required Statutory Approvals 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 preserve disclose. (b) In the privilege)event that this Agreement is terminated in accordance with its terms, or would constitute a violation of any Applicable Law. Any investigation each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 8.06 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 writings prepared by Parent or the Company based on the information in such material shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company destroyed (and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”shall use their respective reasonable best efforts to cause their respective advisors and representatives to similarly destroy their documents, memoranda and notes), and each party hereto will comply with such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise Parent and Parent shall promptly advise the terms Company in writing of any change or the Confidentiality Agreementoccurrence of any event after the date of this Agreement having, whether or not which, insofar as can reasonably be foreseen, in the future may have, any Parent Material Adverse Effect or Company Material Adverse Effect, as the case may be, taken as a party theretowhole.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the (a) The Company shall (iand shall cause each of its Subsidiaries to) give afford to the officers, employees, counsel, accountants and other authorized representatives of Parent (“Representatives”), in order to evaluate the transactions contemplated by this Agreement and its Representatives from time to time evaluate the Company’s Net Working Capital, reasonable access access, during normal business hours and upon reasonable advance notice throughout the period prior to the officesEffective Time, to its properties, books books, records, facilities, officers, directors and records accountants and, during such period, shall (and shall cause each of such party and its Subsidiaries, (iiSubsidiaries to) furnish or make available reasonably promptly to Parent such Representatives all information concerning its business, properties and its Representatives such financial and operating data and other information personnel as such Persons may reasonably requestbe requested; provided, and (iii) instruct however, that any such access shall be conducted under the Representatives supervision of personnel of the Company and its Subsidiaries to reasonably cooperate in a manner that does not unreasonably interfere with Parent in its investigation the normal operations of the Company Company. Parent agrees that it shall not, and shall cause its Subsidiaries; provided thatRepresentatives not to, (x) no investigation or request use any information obtained pursuant to this Section 8.06 6.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. (b) No information received pursuant to an investigation made under this Section 6.5 shall be deemed to (i) qualify, modify, amend or otherwise as undertaken affect any representations, warranties, covenants or other agreements of the Company set forth in this Agreement or any certificate or other instrument delivered to Parent and Newco in connection with the transactions contemplated hereunderhereby, shall affect (ii) amend or be deemed to modify any representation or warranty made by otherwise supplement the information set forth in the Company under this AgreementDisclosure Schedule, and (yiii) nothing herein shall require limit or restrict the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels remedies available to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute under applicable Law arising out of a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision breach of this Agreement shall be subject or otherwise available at Law or in equity, or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the terms obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Article VII hereof. (c) The Confidentiality Agreement Agreement, dated May 17September 11, 2006, between Parent and the Company 2006 (the “Confidentiality Agreement”), by and each party hereto will comply between the Company (being represented by ComVest Group Holdings, LLC) and Parent shall apply, in accordance with the terms of thereof, to information furnished by the Confidentiality AgreementCompany, whether or not a party theretoits Subsidiaries and the Company’s officers, employees, counsel, accountants and other authorized representatives pursuant to this Section 6.5.

Access to Information. From the date hereof until the earlier of the Effective Time (a) Upon reasonable prior notice and the termination of this Agreement pursuant subject to its terms, upon reasonable noticeapplicable law, the Company shall, and shall cause each of its Subsidiaries to, afford to the directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (icollectively “Representatives”) give of Parent and its Representatives reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records of such party records, and to its Subsidiariesofficers, (ii) furnish to Parent and its Representatives such financial and operating data employees, accountants, counsel and other information as such Persons may reasonably requestrepresentatives, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided each case in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Parent may reasonably request. Any information that is obtained pursuant At the request of Parent, the Company shall use its commercially reasonable efforts to this Section 8.06 or comply with its obligations under the preceding sentence by providing electronic access to such documents and information. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of its customers or employees, (B) jeopardize the attorney-client privilege of the institution in possession or control of such information, (C) contravene, violate or breach any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the ordinary course of business consistent with past practice or (D) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information and materials furnished pursuant to this Agreement shall be subject to the terms provisions of the Confidentiality Agreement Agreement, dated May 17June 6, 20062018, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 7.2(a), and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each party hereto will comply with case other than as expressly set forth in the terms of the Confidentiality Agreement, whether or not a party theretoCompany’s representations and warranties contained in Section 4.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its Subsidiaries to, afford to the date hereof until officers, employees, accountants, counsel, advisors, agents and other representatives of Purchaser, reasonable access, during normal business hours during the earlier of period prior to the Effective Time and or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticeto all its properties, the books, contracts, commitments, personnel and records, and, during such period, Company shall, and shall cause its Subsidiaries to, make available to Purchaser (i) give Parent a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed or received by it during normal business hours such period pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal securities laws or federal or state banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law), (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Purchaser may reasonably request, request and (iii) instruct access to the Representatives necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by Company at Purchaser’s request) in order to prepare a good faith estimate of the potential impact of Sections 280G and 4999 of the Code with respect to amounts potentially payable to senior executives of Company in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of Company, Purchaser shall furnish such reasonable information about it and its business as is relevant to Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken shareholders in connection with the transactions contemplated hereunderby this Agreement, including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of 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, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) All nonpublic information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the parties dated April 23, 2012 (the “Confidentiality Agreement”). (c) No investigation by a party hereto or its representatives shall affect or be deemed to modify or waive any representation representations, warranties or warranty made by covenants of the Company under other party set forth in this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. (a) From the date hereof until the earlier of this Agreement to the Effective Time and the or earlier termination of this Agreement pursuant to its termsAgreement, upon reasonable noticenotice and subject to applicable Laws (including any applicable United States and foreign antitrust and competition Laws and any COVID-19 Measures) relating to the exchange of information, the Company shall, and shall (i) give Parent and cause each of its Representatives reasonable access during normal business hours Subsidiaries to, afford to the officesofficers, propertiesemployees and agents and representatives, books and records of such party and its Subsidiariesincluding any Lender, (ii) furnish to Parent and its Representatives such investment banker, financial and operating data and advisor, attorney, accountant or other information as such Persons may reasonably requestadvisor, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation agent or request pursuant to this Section 8.06 or otherwise as undertaken representative retained in connection with the transactions contemplated hereunderby this Agreement (collectively as to each party, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreementits “Representatives”) of Parent, reasonable access, during normal business hours, and (y) nothing herein shall require the Companyupon reasonable prior notice, any of to all its Subsidiaries or any of their respective Representatives properties, books, Contracts, commitments and records, and to disclose any information that would cause a loss of attorney-clientits officers, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided employees and Representatives, in each case in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels unreasonably disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct normal operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Money Transmitter Licenses of the Company or its Subsidiaries issued, granted or given by any Governmental Entity specified in Section 6.2(c) of the Company Disclosure Schedule and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide such access or furnish such information if the Company in good faith reasonably believes that doing so would reasonably be expected to (a) result in the loss of attorney-client privilege or rights under the attorney work product doctrine, (b) breach or violate any applicable Law or Legal Requirement, (c) violate any confidentiality obligation (existing on the date hereof) with respect to such information or (d) violate any COVID-19 Measures (it being understood, however, that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access in a manner that does not violate any COVID-19 Measures); provided, further, that the parties agree to collaborate in good faith to make alternative arrangements to allow for such access or disclosure in a manner that does not result in the events set out in clause (a), (b), (c) or (d) above. Any No investigation by Parent or its Representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the Company set forth herein or otherwise affect any condition to the obligations of the parties hereto under this Agreement. (b) All information that is obtained furnished by the Company or any of its Subsidiaries or Representatives to Parent or its Representatives pursuant to this Agreement (including Section 8.06 or any other provision of this Agreement 5.2(a)) shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticePre-Closing Period, the Company shall (i) give afford Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice, to the offices, properties, books and records and necessary personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit (a) access to any documents or information to the extent that any applicable Law requires the Company to restrict or otherwise prohibit access to such party and its Subsidiariesdocuments or information, (iib) furnish access to Parent and its Representatives such financial and operating data and documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other information as applicable privilege applicable to such Persons may reasonably requestdocuments or information, and or (iiic) instruct the Representatives of access to a Contract to which the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries is a party or any of their respective Representatives to disclose any information that otherwise bound would violate or cause a loss of attorney-clientdefault under, work product or any other legal privilege (it being understood give a third party the right terminate or accelerate the rights under, such Contract. In the event that the parties Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to cause communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation, including by providing such information in redacted form as necessary to comply with such Law, Contract or obligation or otherwise make appropriate substitute disclosure arrangements. Any investigation conducted pursuant to the access contemplated by this Section 4.4 shall be provided conducted in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the The terms and conditions of the Confidentiality Agreement dated May 17, 2006, between shall apply to any information obtained by Parent and or any of its Representatives in connection with any investigation conducted pursuant to the Company (the “Confidentiality Agreement”), and each party hereto will comply with access contemplated by this Section 4.4. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, whether each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or not a party theretoits Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. Nothing in this Section 4.4 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.

Access to Information. From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which any CAMAC Party is subject, between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant and the Closing Date, subject to its terms, upon the PAPI Parties’ undertaking to use commercially reasonable noticeefforts to keep confidential and protect the Intellectual Property of CAMAC Parties against any disclosure, the Company shall (i) give Parent CAMAC Parties will permit the PAPI Parties and its Representatives reasonable access during normal business hours at dates and times agreed upon by the applicable CAMAC Party and the PAPI Parties, to the offices, properties, all of their books and records and other data with respect to the Oyo Related Agreements and the Oyo Field, including, but not limited to, exploration operations, oil screening assessments and drilling and reconnaissance programs, which the PAPI Parties determine are necessary for the preparation and amendment of the Proxy Statement and such party other filings or submissions required by SEC rules and its Subsidiariesregulations as are necessary to consummate the Transactions and as are necessary to respond to requests of the SEC’s staff, (ii) furnish the PAPI Parties’ accountants and relevant Governmental Authorities. Notwithstanding anything to Parent and the contrary contained herein, the failure to use commercially reasonable efforts to protect against any disclosure of any Intellectual Property of the CAMAC Parties by any PAPI Party or its Representatives in violation of this Section, shall constitute a breach of a covenant in a material respect pursuant to Section 11.1(c) hereof; provided, however, that the PAPI Parties may make a disclosure otherwise prohibited by this Section if required by applicable Law or regulation or regulatory, administrative or legal process (including, without limitation, by oral questions, interrogatories, requests for information, subpoena of documents, civil investigative demand or similar process) or the rules and regulations of the SEC or any stock exchange having jurisdiction over the PAPI Parties. In the event that any PAPI Party or any of its Representatives is requested or required to disclose any Intellectual Property of the CAMAC Parties as provided in the proviso in the immediately preceding sentence, such financial and operating PAPI Party shall provide the CAMAC Parties with prompt written notice of any such request or requirement so that the CAMAC Parties may seek a protective order or other appropriate remedy. If any or all seismic data and or other information as such Persons may reasonably request, and (iii) instruct the Representatives obtained by any of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken CAMAC Parties in connection with the transactions contemplated hereunderOyo Field or the Oyo Related Agreements from a third party is subject to restrictions on disclosure, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties CAMAC Parties shall use commercially reasonable best efforts to cause enter into an agreement with such information to be provided in a manner that does not result in third party allowing disclosure of such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels data to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoPAPI Parties.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsClosing Date, upon reasonable notice, the Company shall Buyer will (i1) give Parent Seller, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, personnel, books and records of such party Buyer and its Subsidiaries, (ii2) furnish to Parent Seller, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information relating to Buyer and its Subsidiaries as such Persons may reasonably request, request and (iii3) instruct the Representatives employees, counsel and financial advisors of the Company Buyer and its Subsidiaries to reasonably cooperate with Parent Seller in its investigation of the Company Buyer and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company Buyer and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 6.02(a) shall affect or be deemed to modify any other provision of this Agreement shall be representation or warranty made by any party hereunder. (b) From and after the Closing Date, upon reasonable notice and subject to applicable Laws relating to the terms exchange of information, Buyer will promptly provide Seller and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided that any such access by Seller shall not unreasonably interfere with the conduct of the Confidentiality Agreement dated May 17business of Buyer. No information or knowledge obtained in any investigation pursuant to this Section 6.02 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding the foregoing, 2006, between Parent and Seller shall not have access to (i) materials entitled to legal privilege (or which could jeopardize the Company (the “Confidentiality Agreement”attorney-client privilege of Buyer or its Affiliates), and each party hereto will comply with (ii) personnel records of Buyer or its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Buyer’s good faith opinion is sensitive or the terms disclosure of which could subject Buyer or its Subsidiaries to risk of liability or (iii) other information which in Buyer’s good faith opinion could reasonably be expected to subject Buyer or its Subsidiaries to liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable, in a manner that does not give rise to any of the Confidentiality Agreement, whether or not a party theretocircumstances referred to in the preceding sentence.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticethrough the Closing, the Company shall (i) give Parent afford to representatives of Buyer and its Representatives reasonable VAB Acquisition Sub access during normal business hours to the officers, employees, accountants, counsel, offices, properties, books and records of such party and its Subsidiariesduring normal business hours, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons Buyer or VAB Acquisition Sub may reasonably request, request in order that Buyer and (iii) instruct VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the Representatives affairs of the Company and its the Company Subsidiaries (including any investigations reasonably required by Buyer to reasonably cooperate with Parent in its determine the Tax cost to Buyer and VAB Acquisition Sub of the VAB Purchase) and to facilitate consummation of the Transactions; provided, however, that such investigation shall be upon reasonable notice, shall not unreasonably disrupt the personnel and operations of the Company and shall be subject to Applicable Laws. All requests for access to the offices, properties, books, and records relating to the Company and the Company Subsidiaries shall be made to such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, VAB Acquisition Sub or their representatives shall contact any of the employees, customers or suppliers of the Company or its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken respective Affiliates in connection with the transactions contemplated hereunderTransactions, shall affect whether in person or be deemed to modify any representation by telephone, mail or warranty made by other means of communication, without the specific prior written authorization of such representatives of the Company under this Agreementas the Company may designate. If, and (y) nothing herein shall require in the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation course of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted 6.1, Buyer becomes aware of any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon the Closing would constitute such manner as not to interfere unreasonably with the conduct of the business of a breach, Buyer covenants that it will promptly so inform the Company and its SubsidiariesVAB Acquisition Sub. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to To the terms of extent permitted under Applicable Law, from and after the Confidentiality Agreement dated May 17date hereof, 2006, between Parent and the Company (shall reasonably cooperate with Buyer and VAB Acquisition Sub regarding the “Confidentiality Agreement”), determination and each party hereto will comply with implementation of an orderly transition following the terms of the Confidentiality Agreement, whether or not a party theretoMerger.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon (a) Upon reasonable notice, and subject to applicable Law, the Company shall (iand shall cause its Subsidiaries to) give afford to Parent and its Representatives reasonable access during normal business hours and upon reasonable prior notice to the officesCompany during the period prior to the First Effective Time, properties, books and records of such party to all its and its Subsidiaries’ properties, books, Contracts, commitments, records, officers and employees (other than any of the foregoing to the extent related to the negotiation and execution of this Agreement, or, without limiting Section 8.03, to any Company Acquisition Proposal or any other transactions potentially competing with or alternative to the Mergers or proposals from other parties relating to any competing or alternative transactions) and, during such period 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 Parent all other information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. Notwithstanding the foregoing, the Company shall not be obligated to provide such access or information to the extent the Company determines, in its reasonable judgment, that (i) any Law applicable to the Company (including any Competition Law) requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestdisclosure would result in disclosure of any trade secrets of Third Parties, and (iii) instruct disclosure of any such information or document could result in the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product client or any other legal privilege (it being understood provided, that the parties Company shall, and shall cause its counsel to, use their reasonable best efforts to cause enter into such information joint defense agreements or other arrangements, as appropriate, so as to be provided allow for such disclosure in a manner that does not result in the loss of attorney client privilege) or (iv) disclosure of any such lossinformation would expose the Company to material risk of liability for disclosure of sensitive or personal information; provided, which reasonable best efforts shall include entering into one or more joint defense or community however, that with respect to clauses (i) through (iv) of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegethis Section 8.08(a), or would constitute a violation of any Applicable Lawthe Company shall use its commercially reasonable efforts to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Any investigation All requests for information made pursuant to this Section 8.06 8.08(a) shall be conducted directed to a Person designated by the Company. Subject to the Confidentiality Agreement, Parent will be permitted to disclose such information to any Financing Source Parties or prospective financing sources that are or may become parties to the Financing (and, in each case, to their respective counsel and auditors) so long as such manner as not information is furnished by Parent subject to interfere unreasonably customary confidentiality undertakings in connection with the conduct of Financing. (b) With respect to the business of the Company and its Subsidiaries. Any information that is obtained disclosed pursuant to this Section 8.06 or any other provision Agreement, each of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”)shall comply with, and each party hereto will shall cause such Party’s Representatives to comply with the terms with, all of its obligations under the Confidentiality Agreement, whether or not a party theretowhich agreement shall remain in full force and effect in accordance with its terms.

Access to Information. From (a) Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsand the Closing, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours hours, Seller shall give Purchaser and its authorized representatives reasonable access to the offices, properties, all offices and other facilities and to all books and records of Seller with respect to the Company and each Company Subsidiary, and the Company will permit Purchaser to make such party inspections as it may reasonably require and will cause its Subsidiaries, (ii) officers and those of each Company Subsidiary to furnish to Parent and its Representatives Purchaser with such financial and operating data and other information as such Persons Purchaser may from time to time reasonably request, . Purchaser and (iii) instruct its authorized representatives will conduct all such inspections in a manner which will minimize any disruptions of the Representatives business and operations of the Company or any Company Subsidiary. (b) Purchaser and its Subsidiaries to reasonably cooperate with Parent in its investigation Seller agree that the provisions of the Company confidentiality agreement between Seller and its Subsidiaries; provided thatPurchaser, dated August 27, 1998 (xthe "Confidentiality Agreement") no investigation or request pursuant to this Section 8.06 or otherwise as undertaken shall remain binding and in connection with full force and effect until the transactions contemplated hereunderClosing, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts information contained herein, in the Seller Disclosure Letter and provided to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one Purchaser or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation its authorized representatives pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement hereto shall be subject to the Confidentiality Agreement as "Information" (as defined therein) until the Closing and that, for that purpose and to that extent, the terms of the Confidentiality Agreement dated May 17are incorporated herein by reference. (c) Following the Closing, 2006Purchaser shall cause the Company and each Company Subsidiary to provide to Seller, between Parent in a timely manner and at the Company's expense, such financial and other information as the Seller may reasonably require in order to account properly for the financial results and operations of the Company and each Company Subsidiary prior to the Closing. (d) Following the Closing and for so long as Purchaser's obligations under Section 6.17 are in effect, Purchaser shall give Seller and its authorized representatives, during normal business hours, reasonable access to all books and records of Seller with respect to the Company and each Company Subsidiary, and the Company (the “Confidentiality Agreement”)will permit Seller and its authorized representatives to make such inspections as it may reasonably require and will cause its officers and those of each Company Subsidiary to furnish Seller with such financial and operating data and other information as Seller may from time to time reasonably request, in each case in order to permit Seller to account for any obligation it may owe to Purchaser, or Purchaser may owe to it, pursuant hereto. Purchaser and each party hereto its authorized representatives will comply with the terms conduct all such inspections in a manner which will minimize any disruptions of the Confidentiality Agreementbusiness and operations of the Company or any Company Subsidiary. (e) Unless otherwise consented to in writing by Seller, whether at no time after the Closing shall Purchaser cause or not a party theretopermit the Company or any Company Subsidiary to destroy or otherwise dispose of any of its respective books and records that (i) exist as of the Closing and (ii) are less than five years old at the time of such destruction or disposition.

Access to Information. (a) From and after the date hereof until the earlier of the Effective Time RA Closing, subject to applicable Law, FX shall: (i) provide to XC, its counsel, financial advisors, auditors and the termination of this Agreement pursuant to its termsother authorized Representatives, upon reasonable prior notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party FX and its Subsidiaries, , (ii) furnish to Parent XC, its counsel, financial advisors, auditors and its other authorized Representatives such financial and operating data and other information concerning FX and its Subsidiaries as such Persons may reasonably request, and and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized Representatives of the Company FX and its Subsidiaries to reasonably cooperate with Parent XC in its investigation of the Company and its Subsidiaries; provided that, matters described in clauses (xi) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (yii) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege above. (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. b) Any investigation pursuant to this Section 8.06 4.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company FX and its Subsidiaries. Any information that is obtained pursuant to . (c) Nothing in this Section 8.06 4.02 shall require FX to provide any access, or to disclose any information if FX reasonably determines that such access or disclosure would (i) violate applicable Law (including Antitrust Laws and Data Protection Laws) or any confidentiality obligation of FX owed to any Third Party under a confidentiality agreement or similar agreement or otherwise expose FX or any of its Subsidiaries to risk of liability for disclosure of sensitive or personal information; or (ii) jeopardize the protection of any attorney-client privilege, attorney work product protection or other provision legal privilege to the extent such privilege or protection cannot be protected by FX through exercise of this Agreement its commercially reasonable efforts; provided, that FX shall (A) use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such Law or confidentiality obligations, as applicable and (B) notify XC that FX has reasonably determined that such access or disclosure is not being provided, along with reasonable detail of the facts giving rise to such notification (to the extent disclosure of such information would not otherwise be subject to the terms first clause of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”this Section 4.02(c), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto).

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and or the termination of date, if any, on which this Agreement is terminated pursuant to its termsSection 8.01, the Company shall, upon reasonable prior notice, the Company shall (i) give Parent and its Representatives Merger Sub, their officers and employees and their authorized Representatives, reasonable access during normal business hours to the officescontracts, propertiesbooks, books and records of such party and its Subsidiariesrecords, (ii) furnish to Parent and its Representatives such analyses, projections, financial and operating data data, plans, systems, senior management, employees, other Representatives, offices and other information as such Persons may reasonably request, facilities and (iii) instruct the Representatives properties of the Company and its Subsidiaries as Parent or Merger Sub or their respective Representatives may from time to time reasonably cooperate with Parent request in its investigation writing. The terms of the Company and its Subsidiaries; Confidentiality Agreement shall apply to any information provided that, (x) no investigation to Parent or request Merger Sub pursuant to this Section 8.06 or otherwise as undertaken in connection with 6.04. Notwithstanding anything to the transactions contemplated hereundercontrary set forth herein, shall affect or be deemed to modify any representation or warranty made by the Company under shall not be required to provide access to, or to disclose information, where such access or disclosure would, as advised by outside counsel, (a) jeopardize the attorney-client privilege of the Company or (b) contravene any Laws or any applicable antitrust principles or contractual restriction; provided, that the Company shall in such event use commercially reasonable efforts to make reasonable alternative arrangements to permit such access or disclosure in a way that does not violate such obligations or applicable Laws or would not result in the loss of such legal protections, including entering into a joint defense agreement in customary form. Nothing in this Agreement, and (y) nothing herein Section 6.04 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to disclose prepare any information that would cause a loss of attorney-client, work product appraisals or any other legal privilege (it being understood that opinions. Any investigation conducted pursuant to the parties access contemplated by this Section 6.04 shall use reasonable best efforts to cause such information to be provided conducted in a manner that (i) does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any information that is obtained pursuant access to this Section 8.06 or any other provision the properties of this Agreement the Company and its Subsidiaries (1) shall be subject to the terms Company’s reasonable safety and security measures and insurance requirements and (2) shall not include any testing, sampling, monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other environmental media without the written consent of the Confidentiality Agreement dated May 17Company, 2006which may be withheld at the Company’s sole discretion, between Parent including if providing such access would reasonably be expected to jeopardize the health and safety of any employee of the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms or any of the Confidentiality Agreement, whether or not a party theretoits Subsidiaries.

Access to Information. From (a) During the date hereof until the earlier Pre-Closing Period, Parent shall, and shall cause each of the Effective Time its Subsidiaries to, and the termination of this Agreement pursuant Parent and its Subsidiaries shall use their reasonable best efforts to cause its termsand their respective Representatives to, upon reasonable notice, afford the Company shall (i) give Parent and its Representatives reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the operations of the business of Parent and its Subsidiaries, during normal business hours hours, to the officesofficers, senior employees, Representatives, auditors, properties, offices and other facilities and the books and records of such party Parent and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to promptly furnish or cause to be furnished to the Company and its Representatives copies (including in electronic form) of books, records and other financial, operating and other data and information as the Company may reasonably request in writing addressed to ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ or any other person designated in writing by ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇; provided, that such access shall not permit the Company and its Representatives to conduct any intrusive soil and groundwater investigation at any of the properties, offices and other facilities of Parent and its Subsidiaries. Notwithstanding the foregoing, Parent and its Subsidiaries shall not be obligated to disclose any information (i) if providing such access or disclosing such information would or would reasonably be expected to cause material competitive harm to Parent or Buyer if the Transactions are not consummated, (ii) if providing such access or disclosing such information would reasonably be provided expected to, in the reasonable judgment of Parent after receiving advice from counsel violate any applicable Law (including antitrust and privacy Laws) or binding agreement entered into prior to the date of this Agreement or (iii) that, would reasonably be expected to in the reasonable judgment of Parent, result in the loss of attorney-client privilege with respect to such information or would reasonably be expected to constitute a waiver of any other privilege or Trade Secret protection held by Parent or any of its Subsidiaries; provided, that Parent shall use its commercially reasonable efforts (A) to allow for such access or disclosure in a manner that does not result in such loss, which reasonable best efforts shall include entering into one a loss of attorney-client privilege or more joint defense waiver of any other privilege or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), Trade Secret protection or would constitute a violation of any Applicable Lawsuch applicable Law or binding agreement or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Any Parent shall advise the Company in such circumstances that it is unable to comply with the Company’s reasonable requests for information pursuant to the immediately preceding sentence, and Parent shall reasonably describe the reasons why such information is being withheld. Parent shall be entitled to have Representatives present at all times during any inspection by the Company or their Representatives pursuant to this Section 6.06. No notice, access, review or investigation pursuant to this Section 8.06 shall be conducted in such manner as not 6.06 or information provided, made available or delivered to interfere unreasonably with the conduct of the business of the Company and or its Subsidiaries. Any information that is obtained Representatives pursuant to this Section 8.06 6.06 or otherwise shall affect any other provision representations or warranties of Parent or conditions or rights of the Company contained in this Agreement. No investigation after the date of this Agreement shall affect or be subject deemed to modify or supplement any representation or warranty made by Parent or Buyer herein. (b) Nothing contained in this Agreement is intended to give the terms Company, directly or indirectly, rights to control Parent or any of its Subsidiaries before the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoClosing.

Access to Information. From (a) Subject to compliance with applicable Laws and the date hereof terms of any existing Contracts, the Company will afford to the Purchaser and its Representatives, until the earlier of the Effective Time and or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, continuing access to the Company shall (i) give Parent Diligence Information, as applicable, and its Representatives reasonable access during normal business hours and upon reasonable notice, to the officesCompany’s and its subsidiaries’ businesses, properties, books and records of and such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating other data and other information as such Persons the Purchaser may reasonably request, and as well as to its management personnel, including the Company Diligence Information, provided, that: (iiii) instruct such access shall not unduly interfere with the Representatives ordinary conduct of the businesses of the Company and its Subsidiaries subsidiaries; and (ii) other than in circumstances where access thereto or disclosure thereof would not result in the loss of attorney-client privilege, the Company shall not have any obligation in response to a request by the Purchaser to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. (b) Subject to compliance with applicable Laws and the terms of any existing Contracts, the Purchaser will afford to the Company and its Representatives, until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, reasonable access during normal business hours and upon reasonable notice, to the Purchaser’s and its subsidiaries’ businesses, properties, books and records and such other data and information as the Company may reasonably cooperate request, as well as to its management personnel, provided, that: (i) such access shall not unduly interfere with Parent the ordinary conduct of the businesses of the Purchaser and its subsidiaries; and (ii) other than in its investigation circumstances where access thereto or disclosure thereof would not result in the loss of attorney-client privilege, the Purchaser shall not have any obligation in response to a request by the Company to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. (c) Subject to compliance with applicable Laws, the Parties will also make available to the other Parties and their Representatives information requested by such other Party for the purposes of preparing, considering and implementing plans for the combined businesses of the Company and the Purchaser and its Subsidiaries; affiliates following completion of the Merger. (d) Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company each acknowledge that all information provided thatto it under this Section 4.2, (x) no investigation or request otherwise pursuant to this Section 8.06 Agreement or otherwise as undertaken in connection with the transactions contemplated hereunderhereby, shall is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. (e) If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, then the provisions of this Agreement will supersede those of the Confidentiality Agreement, but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. (f) Investigations made by or on behalf of the Purchaser, whether under this Section 4.2 or otherwise, will not waive, diminish the scope of, or otherwise affect or be deemed to modify any representation or warranty made by the Company under in this Agreement, and . (yg) nothing herein shall require Investigations made by or on behalf of the Company, any of its Subsidiaries whether under this Section 4.2 or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientotherwise, work product or any other legal privilege (it being understood that will not waive, diminish the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)scope of, or would constitute a violation of otherwise affect any Applicable Law. Any investigation pursuant to representation or warranty made by the Purchaser in this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant subject to its terms, upon reasonable noticeApplicable Law (including but not limited to applicable Data Protection Laws), the Company shall (i) give Parent provide to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books books, records and records personnel of such party and its Subsidiariesthe Company, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives of the Company its employees, counsel, financial advisors, auditors and its Subsidiaries other authorized representatives to reasonably cooperate with Parent in its investigation investigation, including for purposes of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawintegration planning. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesCompany. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. With respect to the information shared pursuant to this Section 6.03, Parent will comply with, and instruct its representatives to comply with, its confidentiality obligations under Section 4.1 of the Stockholders Agreement. (b) Notwithstanding anything to the contrary in this Section 6.03, the Company and its Subsidiaries shall not be required to (i) provide access to its offices, properties, books, records or personnel if such access would unreasonably disrupt its operations, (ii) provide access to or to disclose information where such access or disclosure could reasonably be expected to result in the loss of attorney-client or other legal privilege of the Company or any of its Subsidiaries or contravene any Applicable Law or Contract or (iii) provide access to conduct any “Phase II” or other provision intrusive testing or sampling of this Agreement environmental media or building materials; provided that the Company shall, and shall be subject cause its respective Subsidiaries to, use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply; provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other similar information to the terms extent that in the reasonable opinion of the Confidentiality Agreement dated May 17Company, 2006after consultation with outside counsel, between Parent the disclosure of which would reasonably be expected to violate any Applicable Law. Notwithstanding anything to the contrary in this Section 6.03, materials may be redacted (A) as necessary to comply with contractual arrangements or Applicable Law and (B) as necessary to address reasonable attorney-client or other legal privilege or confidentiality concerns, and the Company (the “Confidentiality Agreement”)may designate information that it views to be commercially sensitive to be viewed only by outside counsel for Parent, and each party hereto will comply with the terms such designation shall be honored by Parent. ARTICLE 7 Covenants of the Confidentiality Agreement, whether or not a party thereto.Parent Parent agrees that:

Access to Information. From Subject to the last sentence of this Section 6.04, from the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination of this Agreement pursuant to its termsConfidentiality Agreement, upon reasonable written prior notice, the Company shall (i) give Parent to Parent, its counsel, financial advisors, auditors and its other authorized Representatives reasonable access during normal business hours to the offices, properties, books and records of such party the Company and its Subsidiaries, (ii) furnish to Parent Parent, its counsel, financial advisors, auditors and its other authorized Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the its employees, counsel, financial advisors, auditors and other authorized Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, its Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or any other provision of this Agreement its Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of its Subsidiaries, or where such access to information would reasonably be expected to involve the waiver of any attorney-client privilege; provided that, in each such case, the Company shall use commercially reasonable efforts to obtain any required consent or develop alternative arrangements (including, in the case of access that would reasonably be subject expected to involve the waiver of any attorney-client privilege, entry into a joint defense agreement) reasonably acceptable to the terms Company and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or contractual restraint or involve the waiver of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoany attorney-client privilege.

Access to Information. From (a) During the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsPre-Closing Period, upon reasonable prior written notice, the Company Parent shall (i) give Parent and its Representatives afford the representatives of SPAC reasonable access access, during normal business hours hours, to the offices, properties, books and records of such party the Target Companies and its Subsidiaries, (ii) furnish to Parent and its Representatives the representatives of SPAC such additional financial and operating data and other information as such Persons may reasonably request, and (iii) instruct regarding the Representatives business of the Company and Target Companies as SPAC or its Subsidiaries representatives may from time to time reasonably cooperate with Parent in its investigation request for purposes of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with consummating the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, but only to the extent the Parent and (y) nothing herein shall require the Company, Target Companies may do so without violating any applicable Laws or result in the breach of its Subsidiaries any confidentiality or any of their respective Representatives similar agreement to disclose any information that would cause which the Parent and each Target Company is a loss of attorney-client, work product or any other legal privilege (it being understood party; provided that the parties Parent and the Target Companies shall use their reasonable best efforts to cause allow for such information to be provided access or disclosure in a manner that does not result in a breach of such lossagreement, which including using reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to obtain the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation required consent of any Applicable Lawapplicable third Person; and provided, further, that SPAC shall abide by the terms of the Confidentiality Agreement. Any investigation SPAC shall coordinate its access rights pursuant to this Section 8.06 shall be conducted in such manner as not 9.5 with the Parent and the Target Companies to interfere unreasonably with reasonably minimize any inconvenience to or interruption of the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Target Companies. (b) During the Pre-Closing Period, upon reasonable prior written notice, SPAC shall afford the representatives of Target Companies reasonable access, during normal business hours, to the properties, books and records of SPAC and furnish to the representatives of Target Companies such additional financial and operating data and other information regarding the business of SPAC as such Target Company (or its representatives may from time to time reasonably request for purposes of consummating the “Confidentiality transactions contemplated by this Agreement”), but only to the extent SPAC may do so without violating any applicable Laws or result in the breach of any confidentiality or similar agreement to which SPAC is a party; provided that SPAC shall use their reasonable best efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement, including using reasonable best efforts to obtain the required consent of any applicable third Person; and each party hereto will comply with provided, further, that the Target Companies shall abide by the terms of the Confidentiality Agreement, whether . Each Target Company shall coordinate its access rights pursuant to this Section 9.5 with SPAC to reasonably minimize any inconvenience to or not a party theretointerruption of the conduct of the business of SPAC.

Access to Information. (a) From the date hereof until the earlier of the Broadcast Merger Effective Time and the or earlier termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticeand subject to Applicable Law and the Confidentiality Agreement, the Company each of Scripps and Journal shall, and shall cause their respective Subsidiaries and Representatives to, (i) give Parent to the other party hereto and its Representatives reasonable access during normal business hours to the its offices, properties, books and records of such party and its Subsidiariesrecords, (ii) furnish to Parent the other party hereto and its Representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the its Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent the other party hereto in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawinvestigation. Any investigation pursuant to this Section 8.06 11.08 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiariesother party hereto. Any Notwithstanding anything to the contrary in this Section 11.08(a), no Person shall be required to provide access to information of the type described in the immediately preceding sentence if such information constitutes proprietary customer or supplier information or if the disclosure of such information is legally or contractually prohibited or would result in the loss of attorney client privilege; provided that is the withholding party first uses commercially reasonable efforts to provide such information in a manner that does not violate any such disclosure obligations or privilege. No information or knowledge obtained in any investigation pursuant to this Section 8.06 11.08 shall affect or be deemed to modify any other provision of representation or warranty made by any party hereto hereunder. All information exchanged pursuant to this Agreement Section 11.08 shall be held by the parties hereto as Evaluation Material, as such term is used in the Confidentiality Agreement, and shall be subject to the terms of the Confidentiality Agreement dated May 17Agreement. (b) Without limiting the generality of the foregoing, 2006the access contemplated by this Section 11.08 shall include the right on the part of each of Scripps and Journal, between Parent at its own expense, to conduct, during normal business hours and at reasonable times, a site visit and Phase I or II environmental site assessments, in each case in respect of any of the Company (properties or facilities of Scripps and its Subsidiaries, in the “Confidentiality Agreement”)case of Journal, and of Journal and its Subsidiaries, in the case of Scripps, for the purpose of assessing environmental, health and safety compliance with Applicable Law. Journal and Scripps shall each party hereto will comply have the right to approve in advance, the scope of work for any sampling or other invasive activities to be conducted on property or at facilities which Journal or Scripps or their Subsidiaries owns or operates, which approval shall not be unreasonably withheld, conditioned or delayed. (c) From the date hereof until the Closing Date or earlier termination of this Agreement in accordance with the terms of its terms, and subject to Applicable Law and the Confidentiality Agreement, whether Scripps shall, no later than the 25th day of each calendar month, provide Journal with such unaudited financial statements of Scripps, the Scripps Newspaper Business and the Scripps Broadcast Business as are provided to and used by Scripps’s management as of and for the month ending on the last day of the immediately preceding calendar month. (d) From the date hereof until the Closing Date or not a party theretoearlier termination of this Agreement in accordance with its terms, and subject to Applicable Law and the Confidentiality Agreement, Journal shall, no later than the 25th day of each calendar month, provide Scripps with such unaudited financial statements of Journal, the Journal Newspaper Business and the Journal Broadcast Business as are provided to and used by Journal’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. From (a) The Company shall afford Parent and its Representatives reasonable access during normal business hours, throughout the period from the date hereof until the earlier of the Effective Time and the termination of this date, if any, on which the Agreement is terminated pursuant to Section 8.1, to the Company’s and the Company Subsidiaries’ properties, employees, contracts, commitments, books and records, financial and operating data, any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws for purposes of integration planning and/or effecting the Merger or consummating the ABL Financing. The Company shall, and shall cause the Company Subsidiaries to, use reasonable best efforts to cause its termsand their respective Representatives to, upon on a timely basis, provide all reasonable noticecooperation requested by Parent, Merger Sub and/or the Financing Sources that is reasonably necessary and customary to assist Merger Sub in connection with Merger Sub obtaining the ABL Financing. (b) Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of the Company Subsidiaries, would cause a violation of any agreement to which the Company or any Company Subsidiary is a party, would cause a risk of a loss of privilege to the Company or any Company Subsidiary or would constitute a violation of any applicable Law (including Antitrust Laws); provided that the Company shall use its reasonable efforts to cause such information to be provided in a manner that would not result in such violation or loss of privilege. If any material is withheld by the Company pursuant to the preceding sentence, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours subject to the offices, properties, books and records preceding sentence) inform Parent as to the general nature of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its what is being withheld. No investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 6.6 shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of the Offer Conditions hereunder. (c) The Parties hereby agree that all information provided to them or their respective Representatives to disclose any information that would cause a loss in connection with this Agreement and the consummation of attorney-client, work product or any other legal privilege (it being understood that the parties transactions contemplated hereby shall use reasonable best efforts to cause such information be deemed to be provided in a manner that does not result in Evaluation Materials, as such lossterm is used in, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 and shall be conducted treated in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17accordance with, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsand the Closing Date, upon reasonable noticeSeller and Parent shall, and shall cause the Company shall (i) give Parent and its each Subsidiary to, provide Purchaser, ICF and their Representatives full reasonable access during normal business hours to the officesall personnel, properties, books Books and records of such party and its SubsidiariesRecords, (ii) furnish to Parent and its Representatives such financial and operating data Corporate Records, Contracts, Permits and other information as such Persons may reasonably request, and (iii) instruct the Representatives documents of or relating to the Company and its Subsidiaries to make such investigation as shall reasonably cooperate be deemed desirable. Any such investigation shall be conducted in such a manner as not to unreasonably interfere with Parent in its investigation the business and operations of the Company and its Subsidiaries; provided thatSubsidiary. Seller and Parent shall furnish or cause to be furnished to Purchaser, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by ICF and their Representatives all data and information concerning the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of and their respective business, assets and properties as may reasonably be requested, including without limitation access to officers and employees and Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No such investigation performed or information that is obtained pursuant received by Purchaser, ICF or their Representatives shall affect in any way the Liability of Seller or Parent with respect to this Section 8.06 any representations, warranties or covenants contained herein. Without limiting the generality of the foregoing, Seller and Parent shall, as promptly as reasonably practicable, inform Purchaser and ICF in writing of any change or event which renders any representation or warranty or any other provision Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any way limit Seller’s or Parent’s Liability for any breach of any representation or warranty set forth in this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws, for the date hereof until purposes of verifying the earlier representations and warranties of the Effective Time Company and preparing for the Merger and the termination of other matters contemplated by this Agreement pursuant to its terms, upon reasonable noticeAgreement, the Company shall, and shall (i) give Parent cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and its Representatives reasonable access other representatives of the Parent, access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments, personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such party period, the Company shall, and shall cause its SubsidiariesSubsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement, comment letter and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that the Company is not permitted to disclose under applicable law), and (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct the Representatives of the . The Company and its respective Subsidiaries shall not be required to reasonably cooperate with Parent in its investigation provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the Company Company’s, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of Parent and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require hold all information furnished by or on behalf of the Company, any of its Subsidiaries other party or any of their respective Representatives such party’s Subsidiaries or representatives pursuant to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided Section 6.2(a) in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels confidence to the parties reasonably conclude that such agreements are likely to preserve extent required by, and in accordance with, the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct provisions of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement confidentiality agreement, dated May 17September 22, 20062023, between Parent and the Company (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, and directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party hereto will comply shall exercise, consistent with the terms and conditions of the Confidentiality this Agreement, whether or not a party theretocomplete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information. From Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeand the Closing Date, the Initial Members shall, and shall cause the Company shall (i) give Parent to, provide Purchaser and its Representatives reasonable full access during normal business hours to the officesall personnel, properties, books customers, Books and records of such party and its SubsidiariesRecords, (ii) furnish to Parent and its Representatives such financial and operating data Corporate Records, Contracts, Permits and other information as such Persons may reasonably request, and (iii) instruct the Representatives documents of or relating to the Company and its Subsidiaries to make such investigation as shall reasonably cooperate with Parent in its investigation of the Company and its Subsidiariesbe deemed desirable; provided that, (x) no investigation or request pursuant that access to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, customers and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement employees shall be subject to the terms prior written consent of the Confidentiality Agreement dated May 17Company, 2006, between Parent such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and its Representatives all data and information concerning the Company (and its business, assets and properties as may reasonably be requested, including access to officers and employees and representatives of the “Confidentiality Company. Notwithstanding any such investigation, whether occurring before or after the date of this Agreement”), Purchaser has the unqualified right to rely upon, and has relied upon, each party hereto will comply of the representations, warranties and covenants made by the Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules, and no such investigation performed or information received by Purchaser or its Representatives shall affect in any way the Liability of the Initial Members with respect to any representations, warranties or covenants contained herein. Without limiting the terms generality of the foregoing, the Initial Members shall, as promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement. For the avoidance of doubt all such access shall be subject to the Confidentiality Agreement, whether or not a party theretothe terms and conditions of which survive the execution and delivery of this Agreement.

Access to Information. From (a) Between the date hereof until the earlier of and the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeTime, 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 Representatives authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours hours, and upon reasonable advance notice in writing, to the offices, all properties, facilities and books and records of such party the Company, its subsidiaries and its Subsidiaries, the Company Non-Subsidiary Entities and (ii) permit such inspections as Parent may reasonably require and furnish to Parent and its Representatives with such financial and operating data and other information with respect to the business, properties and personnel of the Company, its subsidiaries and the Company Non-Subsidiary Entities as such Persons Parent may from time to time reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 5.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by the Company under this Agreementhereto 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 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 all properties, facilities and books and records of Parent and its subsidiaries and (yii) nothing herein shall permit such inspections as the Company may reasonably require and furnish the Company, any of its Subsidiaries or any of their respective Representatives to disclose any Company with such financial and operating data and other information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels with respect to the parties business, properties and personnel of Parent and its subsidiaries as the Company may from time to time reasonably conclude request, provided that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any no investigation pursuant to this Section 8.06 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by Parent and Merger Sub hereto and all such access shall be conducted coordinated through Parent or its designated representatives, in accordance with such manner reasonable procedures as not to interfere unreasonably they may establish. (b) Each of the parties hereto will cooperate with the conduct other during the period from the date hereof to the earlier of the date on which this Agreement is terminated pursuant to Section 8.1 and the Effective Time, in order to effectively integrate their business organizations and to maintain and enhance their respective relationships with tenants, suppliers and others having business dealings with it. (c) Each of the parties hereto will hold and will cause its authorized representatives to hold in confidence all documents and information concerning the Company, its subsidiaries and the Company Non-Subsidiary Entities or Parent and its Subsidiaries. Any information that is obtained Merger Sub and their respective subsidiaries, as the case may be, made available to the other party in connection with the Merger pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the that certain Confidentiality Agreement dated May 17, 2006, entered into between Parent and the Company and Parent dated November 12, 2001 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), and each party hereto will comply with the terms of the Confidentiality Agreementas amended on September 3, whether or not a party thereto2002.

Access to Information. From the date hereof until the earlier of the Effective Time The Acquired Corporations shall afford to Parent’s officers, employees, accountants, counsel and the termination of this Agreement pursuant to its termsother representatives, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access (subject to applicable Legal Requirements regarding the sharing of information), during normal business hours and upon reasonable notice during the period prior to the officesEffective Time (or termination of this Agreement), to its properties, books, contracts, commitments, personnel and records for purposes of conducting due diligence in a manner customary for transactions of this type. Any investigation conducted pursuant to the access contemplated by this Section 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Corporations or create a risk of damage or destruction to any property or assets of the Acquired Corporations. During such period, each of the Acquired Corporations shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties, books assets and records of such party and its Subsidiaries, (ii) furnish to personnel as Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct . Parent will hold any such information which is nonpublic in confidence in accordance with the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent Confidentiality Agreement. No information or knowledge obtained in its any investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the Company under this Agreementconditions to the obligations of the parties to consummate the Merger. Notwithstanding the foregoing, and to the extent that providing Parent or Purchaser (yi) nothing herein shall require access to any documents or information of the Company, Acquired Corporations would risk waiver of any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-clientclient privilege, work product doctrine or other applicable privilege applicable to such documents or information or (ii) access to a contract to which any other legal privilege (it being understood that of the parties shall use reasonable best efforts Acquired Corporations is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such contract, then the Acquired Corporations will reasonably cooperate with Parent and Purchaser to cause provide them relevant information with respect to such information to be provided documents, information, or contracts in a manner that does not result in cause any such losswaiver, which reasonable best efforts shall include entering into one violation or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)default, or would constitute a violation give rise to any such right of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 termination or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoacceleration.

Access to Information. From The Sellers shall cause the date hereof until the earlier Company and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) all of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books books, Contracts, commitments and records of such party the Company and its Subsidiaries, including all Company Intellectual Property and Company Products, (iib) furnish all other information concerning the business, properties and personnel (subject to Parent restrictions imposed by applicable law) of the Company and its Representatives such financial and operating data and other information Subsidiaries as such Persons Purchaser may reasonably request, and (iiic) instruct the Representatives executive Senior Managers of the Company and any additional Employees of the Company or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company provide to Purchaser and its Subsidiariesaccountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided thatprovided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) no investigation or request pursuant to this Section 8.06 limit or otherwise as undertaken in connection with affect any remedies available to the transactions contemplated hereunderParty receiving such notice, shall affect (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be deemed to modify amend or supplement the Sellers’ Disclosure Schedule or prevent or cure any representation misrepresentations, breach of warranty or warranty breach of covenant. For the avoidance of doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product Sellers or any other legal privilege (it being understood that matter. The waiver of any condition based on the parties shall use reasonable best efforts to cause accuracy of any such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one representation or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)warranty, or would constitute a violation on the performance of or compliance with any Applicable Law. Any investigation pursuant such covenant or agreement, will not affect the right to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct indemnification, payment of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 Losses, or any other provision of this Agreement remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be subject required to the terms of the Confidentiality Agreement dated May 17show reliance on any representation, 2006warranty, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether certificate or not a party theretoother agreement in order for such Indemnified Party to be entitled to indemnification hereunder.

Access to Information. From During the period from the date hereof until the earlier of this Agreement through the Effective Time and subject to currently existing contractual and legal restrictions applicable to the termination Company or any of this Agreement pursuant to its terms, upon reasonable noticeSubsidiaries, the Company shall, and shall cause each of its Subsidiaries to, afford to the accountants, counsel, financial advisors and other representatives of Parent reasonable access to, and permit them to make such inspections as they may reasonably require of, all of their respective properties, books, contracts, commitments and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to (i) give furnish promptly to Parent a copy of each report, schedule, registration statement and its Representatives reasonable access other document filed by it during normal business hours such period pursuant to the offices, properties, books and records requirements of such party and its Subsidiariesfederal or state securities laws, (ii) furnish promptly to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, request and (iii) instruct the Representatives promptly make available to Parent all personnel of the Company and its Subsidiaries knowledgeable about matters relevant to reasonably cooperate with Parent in its investigation of such inspections; provided, however, that the foregoing shall not require the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries to furnish or otherwise make available to Parent or any of their respective Representatives its Subsidiaries customer-specific data or competitively sensitive information relating to disclose areas of the company's business in which Parent and/or any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that its Subsidiaries competes against the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable LawCompany. Any No investigation pursuant to this Section 8.06 5.2 shall be conducted affect any representation or warranty in such manner as not this Agreement of any party hereto or any condition to interfere unreasonably with the conduct obligations of the business of the Company and its Subsidiariesparties hereto. Any All information that is obtained by Parent pursuant to this Section 8.06 or any other provision of this Agreement 5.2 shall be subject to kept confidential in accordance with the terms of the Confidentiality Agreement Letter Agreement, dated May 17September 4, 2006, 1997 between Parent and the Company, as confirmed in a letter dated October 22, 1998 from Parent to the Company (collectively, the “"Confidentiality Agreement”"), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. (a) From and after the date hereof of the Closing of and until the earlier seventh anniversary of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives date of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatClosing, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with any reasonable purpose relating to the transactions contemplated hereunder, shall affect operation of Seller’s or be deemed Group’s respective business prior to modify the date of the Closing or the ownership of the Shares prior to the date of the Closing (including the preparation of financial statements or tax returns or any representation legal or warranty made by administrative action to which Seller or Group may become subject that relate to periods prior to the Company under this Agreement, and (ydate of the Closing) nothing herein shall require or the Company, any rights or obligations of its Subsidiaries Seller or Group or any of their respective Representatives Affiliates under this Agreement or any of the Related Agreements, and except as determined in good faith to disclose be appropriate to ensure compliance with any information that would cause a loss of applicable laws and subject to any applicable privileges (including the attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the client privilege), the Company shall permit Seller and Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or would constitute a violation Group or any of any Applicable Lawtheir respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such purposes; provided, however, that the foregoing do not unreasonably disrupt the Company’s operation of its business. Any investigation pursuant to this Section 8.06 Seller and Group and their respective representatives shall be conducted given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in such manner as hearings or trials; provided, that the foregoing does not to interfere unreasonably with the conduct of disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates any confidential or proprietary information. (b) The Company agrees that, following the Closing, for so long as Group has beneficial ownership of less than 50% but equal to or greater than 20% of the Company’s Common Stock, the Company will make available to Seller and Group the information reasonably requested by Group and required under generally accepted accounting principles to enable Group to prepare its financial statements using the equity method accounting with respect to its ownership interest in the Company. Without limiting the generality of the foregoing, the Company shall use commercially reasonable efforts to provide Seller and Group with an estimate of the Company’s quarterly consolidated net income and shareholders’ equity no later than five business days after the last day of each fiscal quarter; provided, that if the Company will be unable to provide such information within five business days after using commercially reasonable efforts, the Company will notify Group and will continue to use commercially reasonable efforts to provide such information to Seller and Group as soon as practicable and in any event no later than 10 business days after the last day of such fiscal quarter. (c) Except as required by law, regulation or legal or judicial process, Group agrees that it and its Affiliates and their respective directors, officers or employees will not, without the prior written consent of the Company, disclose to any Person any non-public information concerning the business or affairs of the Company or any of its Affiliates acquired from any director, officer or employee of the Company or any of its Affiliates (whether before or after the date hereof); provided, however, that following the Closing, the Company will cooperate diligently and in good faith with Group, if requested, to facilitate the sale of the Remaining Shares of the Company’s Common Stock, in whole or in part, to prospective purchasers by, among other things, permitting prospective purchasers to carry out reasonable due diligence with respect to the Company and its Subsidiaries. Any information by making the Company’s Chief Executive Officer and other senior officers reasonably available to address inquiries from such prospective purchasers, so long as any such prospective purchaser agrees to enter into customary confidentiality and standstill agreements with the Company, which for the first year after the date of the Closing shall be substantially in the form of, and in no event more burdensome to such prospective purchaser than, the confidentiality agreement and standstill agreement attached hereto as Exhibit J; provided, however, that is obtained pursuant to this Section 8.06 or the standstill agreement will last no longer than nine months and will provide that a prospective purchaser may acquire shares of Common Stock that together with any other provision shares of this Agreement shall be subject Common Stock beneficially owned by such prospective purchaser does not constitute beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis; provided, further, that the standstill agreement will permit prospective purchasers that do not otherwise beneficially own any shares of Common Stock to acquire beneficial ownership of 20% or more of the outstanding shares of Common Stock on a diluted basis only as a result of, and immediately following, purchases of any of the Remaining Shares from Group; and provided, further, that the Company will negotiate the terms of, and requested modifications to, the form of confidentiality agreement and standstill agreement attached hereto as Exhibit J in good faith with any prospective purchaser who negotiates in good faith with the Company, provided that the changes requested by the prospective purchaser do not alter the obligations of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoparties thereto in any material respect.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date hereof until exchange of information, each of ▇▇▇▇▇ Fargo and Norwest, for the earlier purposes of verifying the representations and warranties of the Effective Time other and preparing for the Merger and the termination other matters contemplated by this Agreement, shall, and shall cause each of this Agreement pursuant their respective Subsidiaries to, afford to its termsthe officers, upon reasonable noticeemployees, accountants, counsel and other representatives of the Company shall (i) give Parent and its Representatives reasonable access other party, access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records and, during such period, each of ▇▇▇▇▇ Fargo and Norwest shall, and shall cause their respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which ▇▇▇▇▇ Fargo or Norwest, as the case may be, is not permitted to disclose under applicable law) and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons party may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or . Neither ▇▇▇▇▇ Fargo nor Norwest nor any of their respective Representatives Subsidiaries shall be required to provide access to or to disclose any information that where such access or disclosure would cause a loss violate or prejudice the rights of ▇▇▇▇▇ Fargo's or Norwest's, as the case may be, customers, jeopardize the attorney-clientclient privilege of the institution in possession or control of such information or contravene any law, work product 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 preceding sentence apply. (b) Each of ▇▇▇▇▇ Fargo and Norwest shall hold all information furnished by or on behalf of the other party or any other legal privilege of such party's Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated June 1, 1998, between ▇▇▇▇▇ Fargo and Norwest (it being understood that the "Confidentiality Agreement"). (c) No investigation by either of the parties or their respective representatives shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to affect the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct representations and warranties of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoset forth herein.

Access to Information. From (a) Subject to compliance with applicable Laws and the date hereof terms of any existing Contracts, the Company will afford to the Purchaser and its Representatives until the earlier of the Effective Time and or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, continuing access to the Company shall (i) give Parent Nomad Diligence Information and its Representatives reasonable access during normal business hours and upon reasonable notice, to the officesCompany’s and its subsidiaries’ businesses, properties, books and records of and such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating other data and other information as such Persons the Purchaser may reasonably request, as well as to its management personnel, subject however to such access not interfering with the ordinary conduct of the businesses of the Company. Subject to compliance with applicable Laws and (iii) instruct such requests not materially interfering with the ordinary conduct of the business of the Company, the Company will also make available to the Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its Subsidiaries to reasonably cooperate with Parent in its investigation affiliates following completion of the Company and its Subsidiaries; Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser acknowledges that all information provided thatto it under this Section 4.3, (x) no investigation or request otherwise pursuant to this Section 8.06 Agreement or otherwise as undertaken in connection with the transactions contemplated hereunderhereby, shall is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of the Purchaser, whether under this Section 4.3(a) or not, will not waive, diminish the scope of, or otherwise affect or be deemed to modify any representation or warranty made by the Company under in this Agreement, . (b) Subject to compliance with applicable Laws and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant existing Contracts, the Purchaser will afford to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesRepresentatives until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, continuing access to the Purchaser Diligence Information (including, for clarity, information relating to the BaseCore Transaction and Spin-off Transaction) and reasonable access during normal business hours and upon reasonable notice, to the Purchaser’s and its subsidiaries’ businesses, properties, books and records and such other data and information as the Company may reasonably request, as well as to its management personnel, subject however to such access not interfering with the ordinary conduct of the businesses of the Purchaser. Any Without limiting the generality of the provisions of the Confidentiality Agreement, the Company acknowledges that all information that is obtained provided to it under this Section 4.3(b), or otherwise pursuant to this Section 8.06 Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement shall be subject to the terms or any termination of the Confidentiality this Agreement. If any provision of this Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply otherwise conflicts or is inconsistent with the terms any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of the Company, whether under this Section 4.3 or not, will not a party theretowaive, diminish the scope of, or otherwise affect any representation or warranty made by the Purchaser in this Agreement.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the exchange or transfer of information, the Company shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of Parent, access, during normal business hours during the period prior to the Effective Time, to all properties, books, contracts, commitments and records and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received during such period pursuant to the requirements of the supranational federal, state, local or foreign securities laws or banking laws (other than reports or documents which the Company or its Subsidiaries are not permitted to disclose under applicable law) and (ii) all other information concerning their business, properties and personnel as Parent may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of their respective customers, violate Company policy with respect to client confidentiality, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date hereof until of this Agreement, but shall disclose the earlier nature of all such withheld information. The parties hereto will, to the extent practicable, make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Effective Time preceding sentence apply. Upon reasonable notice and subject to applicable laws relating to the termination exchange of this Agreement pursuant to its terms, upon reasonable noticeinformation, the Company shall (i) give furnish Parent with all reasonable information relevant to its ability to consummate the Amalgamation and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and hereby. (yb) nothing herein shall require the Company, any Each of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company shall hold (subject to the requirements of applicable law) all information furnished by or on behalf of any other party or any of such party’s Subsidiaries or representatives pursuant to Section 6.3(a) or otherwise in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreements dated as of April 6, 2003 and May 5, 2003 between the Company and Parent (the “Confidentiality AgreementAgreements”), and each party hereto will comply with the terms . (c) No investigation by any of the Confidentiality Agreement, whether parties or not a party theretotheir respective representatives shall affect the representations and warranties of the other set forth herein.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeuntil the Effective Time, the Company shall will, and will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors and representatives (icollectively, the "Company Representatives") to, give Parent and its Representatives reasonable the Purchaser and their respective officers, employees, counsel, advisors and representatives (collectively, the "Parent Representatives") full access during normal business hours hours, to the offices, properties, offices and other facilities and to the books and records of such party the Company and its Subsidiariessubsidiaries and will cause the Company Representatives and the Company's subsidiaries to furnish Parent, (ii) furnish the Purchaser and the Parent Representatives to Parent and its Representatives the extent available with such financial and operating data and such other information as such Persons may reasonably request, (with sensitivity to competitive information) with respect to the business and (iii) instruct the Representatives operations of the Company and its Subsidiaries subsidiaries as Parent and the Purchaser may from time to time reasonably cooperate with Parent request provided that the foregoing shall not require the Company to permit any inspection, or to disclose any information, which would result in its investigation the disclosure of any trade secrets of third parties or violate any obligation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant with respect to this Section 8.06 or otherwise as undertaken confidentiality if such disclosure would reasonably be expected to result in connection with the transactions contemplated hereunder, shall affect or be deemed liability to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood and provided that the parties Company shall use have used reasonable best efforts to cause obtain the consent of such information third party to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one inspection or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawdisclosure. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the The Confidentiality Agreement dated May 17March 15, 20061999, as amended through the date hereof, between Parent and the Company (the “"Confidentiality Agreement”), and each party hereto will comply ") shall apply with respect to the terms of Evaluation Materials (as defined in the Confidentiality Agreement). The Company shall furnish promptly to Parent and the Purchaser a copy of each report, whether schedule, registration statement and other document filed by it or not a party theretoits subsidiaries during such period pursuant to the requirements of federal or state or foreign securities laws. The Company shall cause its independent auditors to allow the review of the work papers of such auditors relating to the Company and its subsidiaries. No review pursuant to this Section 6.2 shall affect any representation or warranty given by the Company.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date hereof until of this Plan of Merger and ending at the earlier of the Effective Time and the termination of this Agreement pursuant to its termsPlan of Merger in accordance with Article VII, (a) Company will, and will cause each of the Company Subsidiaries to, upon reasonable prior written notice, the Company shall (i) give Parent permit Purchaser and its Representatives to have reasonable access during at all reasonable times, and in a manner so as not to interfere with the normal business hours operations of Company and the Company Subsidiaries, to the officesofficers and senior management, propertiespremises, books agents, books, records, and records Contracts of or pertaining to Company and the Company Subsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish such party reasonable information about it and its Subsidiaries, (ii) furnish business as is relevant to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken shareholders in connection with the transactions contemplated hereunderby this Plan of Merger; provided, however, that such access or disclosure of information will (i) comply with all applicable Laws, (ii) not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege, or (iii) not result in, or reasonably be expected to result in, a material breach of any material Contract. No such access shall affect the representations, warranties, covenants or be deemed agreements of the parties (or the remedies with respect thereto) or the conditions to modify any representation or warranty made by the obligations of the parties under this Plan of Merger. 5.9.2 All Information of Company (as defined in the Company under this Confidentiality Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct Plan of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement Merger shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions of the Confidentiality Agreement, whether or not a party theretodated as of January 5, 2024, between Company and Purchaser ("Company Confidentiality Agreement"), which shall remain in full force and effect in accordance with its terms. All Information of Purchaser (as defined in the Purchaser Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the Confidentiality Agreement, dated as of April 4, 2024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company Confidentiality Agreement, the ("Confidentiality Agreements"), which shall remain in full force and effect in accordance with its terms.

Access to Information. From (a) Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Closing Date, the Seller Parties shall, and shall cause the other Target Companies to: (i) afford each Buyer and its termsRepresentatives reasonable access, during normal business hours and upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the personnel, offices, properties, books Assets, book and records of the Target Companies in connection with such party Buyer’s efforts to consummate the transactions contemplated by this Agreement; (ii) furnish each Buyer and its Representatives with such financial, operating and other data and information related to the Target Companies as such Buyer or any of its Representatives may reasonably request; and (iii) instruct their respective Representatives to reasonably cooperate with each Buyer in its investigation of the Target Companies; provided, however, that such access shall not unreasonably interfere with the ongoing business or operations of the Target Companies and no Buyer shall have any right to perform invasive or subsurface investigations of the properties or facilities of any Seller Parties without the prior written consent of the Sellers’ Representative (which consent may be withheld for any or no reason). Notwithstanding anything herein to the contrary, (a) no such access or examination shall be permitted to the extent that (i) it could unreasonably disrupt the operations of any Seller or any of its Subsidiaries, (ii) furnish it would reasonably be expected to Parent and cause significant competitive harm to any Seller or its Representatives such financial and operating data and other information as such Persons may reasonably request, and Subsidiaries if the transactions contemplated by this Agreement are not consummated or (iii) instruct any Seller determines that such access or examination would (A) jeopardize the Representatives attorney-client privilege (it being agreed that the Parties shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of this clause (A) apply) or (B) contravene any Law or Contract (it being agreed that Sellers and the Company Company, Trillium UK and its Subsidiaries Trillium Germany shall use commercially reasonable efforts to reasonably cooperate with Parent in its investigation of obtain any required consent under any such Contract to permit such access or examination). (b) From and after the Company Closing, upon reasonable prior notice and its Subsidiaries; provided thatduring normal business hours, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderpreparation of financial statements and the conduct of a financial audit with respect to the Business and/or the Target Companies for the 2017 fiscal year, shall affect except as determined in good faith to be necessary to (i) ensure compliance with any applicable Law, (ii) preserve any applicable privilege (including the attorney-client privilege) or be deemed to modify (iii) comply with any representation or warranty made by the Company under this Agreementcontractual confidentiality obligations, each Seller shall, and shall cause the Non-Company Affiliates to, and use commercially reasonable efforts to cause its and their respective Representatives to, (yA) nothing herein furnish or cause to be furnished to each Buyer, its Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives such additional financial and other information regarding the Target Companies and the Business in the possession or control of any Seller or any Non-Company Affiliates as any Buyer or its Representatives may from time to time reasonably request, (B) provide each Buyer, its Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives with reasonable access to the books, accounts and records of Sellers and the Non-Company Affiliates, (C) use reasonable best efforts to obtain the assistance of each Seller’s and the Non-Company Affiliates’ auditors, accountants, counsel and other advisors and (D) make available to each Buyer, its Affiliates (including, from and after the Closing, the Target Companies) and their respective Representatives those employees of Sellers and the Non-Company Affiliates whose assistance, expertise, notes and recollections or presence may be necessary to assist any Buyer in connection with its inquiries for any of the purposes referred to above; provided, however, that such investigation shall require not unreasonably interfere with the Companybusiness or operations of any Seller or any of the Non-Company Affiliates; provided, further, that no Seller shall be required to produce additional business records or reports not produced in the ordinary course of the existing Business. The provisions of Section 7.7(b) shall apply to any information provided to or obtained by any Buyer, any of its Subsidiaries Affiliates (including, from and after the Closing, the Target Companies) or any of their respective Representatives, mutatis mutandis. (c) Any information provided to or obtained by any Buyer or its Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement 7.19(a) shall be subject to the terms of the Confidentiality Agreement dated May 17of, 2006, between Parent and the Company (the “Confidentiality Agreement”)restrictions contained in, and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Subject to applicable Law, between the date hereof until the earlier of and the Effective Time Time, Company T will give Company Y and the termination of this Agreement pursuant to its termsMerger Sub and their authorized representatives (including counsel, upon reasonable notice, the Company shall (ifinancial advisors and auditors) give Parent and its Representatives reasonable access during normal business hours to the officesall employees, propertiesofficers, agents, contracts and properties and to all books and records of such party Company T and its Subsidiaries, (ii) will permit Company Y and Merger Sub to make such inspections as Company Y and Merger Sub may reasonably require and will cause Company T's officers and those of its Subsidiaries to furnish to Parent Company Y and its Representatives Merger Sub with such financial and operating data and other information as such Persons may reasonably requestwith respect to the business, properties and (iii) instruct the Representatives personnel of the Company T and its Subsidiaries as Company Y or Merger Sub may from time to time reasonably cooperate with Parent in its investigation of the Company and its Subsidiariesrequest; provided that, (x) that no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, 5.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by Company T. For the avoidance of doubt, none of Company under this Agreement, and (y) nothing herein shall require the Company, T or any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) waive the attorney-client privilege of Company T or any of their respective Representatives its Subsidiaries (provided that Company T shall use its reasonable best efforts to disclose any information allow for such access or disclosure to the maximum extent that would cause does not result in a loss of attorney-clientclient privilege), work product (ii) contravene any applicable Law or any other legal privilege requirements of Governmental Entities (it being understood provided that the parties Company T shall use its reasonable best efforts to cause make appropriate substitute arrangements to permit reasonable disclosure not in violation of such information law or requirement) or (iii) breach the terms of a confidentiality agreement with a third party entered into prior to be the date hereof (provided in a manner that does not result in such loss, which Company T shall use its reasonable best efforts shall include entering into one to obtain the required consent of such third party to such access or more joint defense disclosure). If any information is withheld by Company T or community any of interest agreements on customary terms if counsels its Subsidiaries pursuant to the parties reasonably conclude that such agreements are likely proviso to preserve the privilege)preceding sentence, or would constitute a violation Company T shall inform Company Y as to the general nature of any Applicable Law. Any investigation what, and pursuant to this Section 8.06 which clause of the proviso in the preceding sentence such information, is being withheld. (b) Between the date hereof and the Effective Time, Company T shall be conducted in such manner as not furnish to interfere unreasonably Company Y, (i) concurrently with the conduct of delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company T management and (ii) at the business of earliest time they are available, such financial statements as are prepared for the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoT SEC Reports.

Access to Information. From After the date hereof until the earlier of the Effective Time Closing Date and subject to applicable Law and the termination Mutual Non-Disclosure Agreement dated as of this Agreement pursuant to its termsApril 7, upon reasonable notice2025 between the Company and Parent (the “Non-Disclosure Agreement”), the Company shall shall: (i) give to Parent and its Representatives Representatives, upon reasonable prior written notice, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries as may be reasonably requested in connection with the Parties’ efforts to consummate the Transactions and for baseline inventory and planning assessments by Parent; provided, however, that any such party access shall be conducted during normal business hours in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries, ; (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, request in writing from time to time in connection with the Parties’ efforts to consummate the Transactions; and (iii) instruct the Representatives of the Company and its Subsidiaries and the ship managers and pool managers of Company Vessels to reasonably cooperate with Parent in the matters described in clauses (i) and (ii) above. In accordance with the foregoing, the Company shall permit Parent and its investigation Representatives reasonable access to a sample of Company Vessels when at a port upon reasonable prior written notice and in accordance with reasonable procedures agreed upon by the Company and Parent for baseline inventory and planning assessments by Parent. When accessing any of the Company Vessels, Parent shall, and shall cause its Representatives to, comply with all safety and security policies or requirements for the applicable Company Vessel. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide such access or disclosure if, after consultation with counsel to Parent, the Company and its Subsidiaries; provided that, counsel determine that providing such access or disclosure is reasonably likely to (xA) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken result in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss waiver of attorney-clientclient privilege, work product doctrine or similar privilege or (B) violate any other legal privilege (it being understood that the parties shall use reasonable best efforts Contract to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoor to which it is subject or applicable Law.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, each of Parent and the Company shall (iand shall cause its respective Subsidiaries to) give Parent afford to the other party hereto and its Representatives representatives reasonable access during normal business hours hours, during the period prior to the officesEffective Time, to all its officers, employees, properties, offices, plants and other facilities and to all books and records records, including financial statements, other financial data and monthly financial statements within the time such statements are customarily prepared, and, during such period, each of such Parent and the Company shall (and shall cause its respective Subsidiaries to) furnish promptly to the other party hereto and its Subsidiariesrepresentatives, (ii) furnish to Parent and consistent with its Representatives such financial and operating data and legal obligations, all other information concerning its business, properties and personnel as such Persons Person may reasonably request; provided, and (iii) instruct however, that either party hereto may restrict the Representatives of foregoing access to the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided extent that, in such Person’s reasonable judgment, (xi) no investigation providing such access would result in the waiver of any attorney-client or request pursuant to this Section 8.06 other applicable legal privilege, in the disclosure of any trade secrets of third parties or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, violate any of its Subsidiaries or any of their respective Representatives obligations with respect to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties confidentiality if such Person shall use have used reasonable best efforts to cause obtain the consent of such third party to such access, or (ii) any Law applicable to such Person requires such Person or its Subsidiaries to preclude the other party and its representatives from gaining access to any properties or information, provided, further, that such party will inform the other party of the general nature of the document or information being withheld and reasonably cooperate with the other party to be provided provide such document or information in a manner that does would not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable LawLaw or the loss or waiver of such privilege. Any investigation pursuant access to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement real property shall be subject to the terms granting party’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing. Notwithstanding anything to the contrary in this Agreement, each party may satisfy its obligations set forth in this Section 7.2 by electronic means if physical access is not reasonably feasible or would not be permitted under applicable COVID-19 Measures. Each party hereto will hold any such information that is non-public in confidence to the extent required by, and in accordance with, the provisions of the that certain agreement, dated December 3, 2021 and amended by that certain Amendment to Confidentiality Agreement dated May 17December 23, 20062021 (as amended, between Parent and the Company (the “Confidentiality Agreement”), between the Company and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoParent.

Access to Information. From (a) All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement. (b) On reasonable notice, during normal business hours during the period from the date hereof until of this Agreement to the earlier of the Effective Time and or the valid termination of this Agreement pursuant Agreement, the Company shall, and shall cause its Subsidiaries to, afford to each member of the Parent Group and their Representatives reasonable access to the Company’s and its termsSubsidiaries’ properties, upon offices, personnel, Contracts, books, and records all other information concerning its businesses, properties and personnel (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 6.02, to any Acquisition Proposal), in each case, as any member of the Parent Group or its relevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the consummation of the transactions contemplated hereby (including for integration planning) and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. During such period described in the immediately preceding sentence, on reasonable noticenotice and subject to Applicable Law and during normal business hours, the Company shall (i) give instruct its pertinent Representatives to reasonably cooperate with the Parent and its Representatives reasonable access during normal business hours Group in their review of any such information provided or made available pursuant to the officesimmediately preceding sentence. (c) Anything to the contrary in Section 6.04(b) notwithstanding, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries shall not be required to provide such access or disclosure of information if it (i) would, as reasonably cooperate determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with Parent respect to such information, (ii) would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the date hereof or after the date hereof in its investigation the ordinary course of business, (iii) would result in the disclosure of any valuations of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderby this Agreement or any other strategic alternatives, shall affect or (iv) would be deemed to modify for the purpose of disclosure of such information in any representation or warranty made by Proceeding between the Parties; provided, that, in the case of clauses (i), (ii) and (iii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under this Agreement, circumstances in which such restrictions apply (including (x) obtaining any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the date of this Agreement or after the date of this Agreement and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information as to the applicable matter as can be conveyed. (d) Anything to the contrary in this Section 6.04 notwithstanding, nothing herein in this Section 6.04 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to disclose prepare any information financial statements, projections, reports, analyses, appraisals or opinions that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does are not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoreadily available.

Access to Information. (a) From the date hereof Execution Date until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeClosing Date, the Company shall Contributor will, and will cause the Acquired Companies to, (i) give Parent the Regency Parties and its their respective Representatives reasonable access to the offices, properties, employees, and Books and Records of the Contributor and the Acquired Companies (including permitting the making of copies thereof), in each case during normal business hours to the officesextent relating to the Acquired Companies, propertiestheir assets, books operations, financial condition or business and records of such party and its Subsidiaries, (ii) furnish to Parent the Regency Parties and their Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request, subject to the Regency Parties’ and their Representatives’ compliance with applicable Law governing the use of such information. Notwithstanding the foregoing provisions of this Section 5.4(a), the Contributor shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the Regency Parties or any of their Representatives to the extent that such information (x) does not relate to the assets, operations, financial condition or business of the Acquired Companies, (y) is subject to an attorney/client or attorney work product privilege or (z) that such access or the furnishing of such information is prohibited by Law or an existing contract or agreement. To the extent practicable, the Contributor shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (y) and (z) of the preceding sentence apply to the extent such substitute arrangements are not in breach or violation of such restrictions. Any investigation pursuant to this Section 5.4(a) shall be conducted in such manner as not to interfere with the conduct of the business of the Contributor or the Acquired Companies. Notwithstanding the foregoing, none of the Regency Parties or their Representatives shall be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of the Contributor or the Acquired Companies without the prior written consent of the Contributor, which consent may be withheld by the Contributor in its sole discretion. To the fullest extent permitted by Law, the Contributor and its Representatives and Affiliates shall (A) not be responsible or liable to the Regency Parties for personal injuries sustained by the Regency Parties’ Representatives in connection with the access provided pursuant to this Section 5.4(a) and (B) shall be indemnified and held harmless by the Regency Parties for any Losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of the Contributor. The Regency Parties agree that they will not, and will cause their Representatives not to, use any information obtained pursuant to this Section 5.4(a) for any purpose unrelated to the consummation of the transactions contemplated by the Transaction Documents. (b) From the Execution Date until the Closing Date, Regency will, and will cause each of its Subsidiaries to, (i) give the Contributor and its Representatives reasonable access to the offices, properties, employees, and Books and Records of Regency and its Subsidiaries, in each case during normal business hours and (ii) furnish to the Contributor and its Representatives such financial and operating data and other information relating to Regency and its Subsidiaries as such Persons may reasonably request, and (iii) instruct subject to the Representatives of the Company Contributor’s and its Subsidiaries to reasonably cooperate Representatives’ compliance with Parent in its investigation applicable Law governing the use of such information. Notwithstanding the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to foregoing provisions of this Section 8.06 5.4(b), Regency shall not be required to, or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, cause any of its Subsidiaries to, grant access or furnish information to the Contributor or any of their respective its Representatives to disclose any the extent that such information that would cause a loss (x) does not relate to the assets, operation, financial condition or business of Regency and its Subsidiaries, (y) is subject to an attorney-client, /client or attorney work product privilege or any other legal privilege (it being understood z) that such access or the parties shall use reasonable best efforts to cause furnishing of such information to be provided is prohibited by Law or an existing contract or agreement. To the extent practicable, Regency shall make reasonable and appropriate substitute disclosure arrangements under circumstances in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community the restrictions of interest agreements on customary terms if counsels clauses (y) and (z) of the preceding sentence apply to the parties reasonably conclude that extent such agreements substitute arrangements are likely to preserve the privilege), not in breach or would constitute a violation of any Applicable Lawsuch restrictions. Any investigation pursuant to this Section 8.06 5.4(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and Regency or its Subsidiaries. Any Notwithstanding the foregoing, the Contributor shall not be entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of Regency or its Subsidiaries without the prior written consent of Regency, which consent may be withheld by Regency in its sole discretion. To the fullest extent permitted by Law, Regency and its Representatives and Affiliates shall (A) not be responsible or liable to the Contributor for personal injuries sustained by the Contributor’s Representatives in connection with the access provided pursuant to this Section 5.4(b) and (B) shall be indemnified and held harmless by the Contributor for any Losses suffered by any such Persons in connection with any such personal injuries; provided such personal injuries are not caused by the gross negligence or willful misconduct of Regency. The Contributor agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 or 5.4(b) for any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement dated May 17, 2006, between Parent and transactions contemplated by the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoTransaction Documents.

Access to Information. From Subject to compliance with applicable Laws and the date hereof terms of any existing Contracts, each Party (the "Providing Party") will afford to the other Party and its Representatives (the "Accessing Party") until the earlier of the Effective Time and or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, continuing access to the Company shall (i) give Parent Diligence Information or the Purchaser Diligence Information, as applicable, and its Representatives reasonable access during normal business hours and upon reasonable notice, to the officesProviding Party's and its subsidiaries' businesses, properties, books and records of and such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating other data and other information as such Persons the Accessing Party may reasonably request, as well as to its management personnel, provided however that (a) such access shall not unduly interfere with the ordinary conduct of the businesses of the Providing Party and (iiib) instruct other than in circumstances where access to or disclosure of any information or documents would not result in the Representatives loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the ordinary conduct of the business of the Company, the Company and its Subsidiaries subsidiaries will also make available to the Purchaser and its Representatives information reasonably cooperate with Parent in its investigation requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Purchaser and the Company and its Subsidiaries; affiliates following completion of the Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company each acknowledge that all information provided thatto it under this Section 4.3, (x) no investigation or request otherwise pursuant to this Section 8.06 Agreement or otherwise as undertaken in connection with the transactions contemplated hereunderhereby, shall is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. Investigations made by or on behalf of a Party, whether under this Section 4.3 or otherwise, will not waive, diminish the scope of or otherwise affect or be deemed to modify any representation or warranty made by the Company under other Party in this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon Upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any cause each of its Subsidiaries or any to) afford to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of their respective Representatives to disclose any information that would cause a loss of attorney-clientParent reasonable access, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels disruptive to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time, to the properties, books and records of the Company and its Subsidiaries and to the officers and employees of the Company and its Subsidiaries, and during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, 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) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided, that at the request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or (ii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Any Parent agrees that it will not, and will cause its Representatives not to, use any information that is obtained pursuant to this Section 8.06 6.2 for any competitive or any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement transactions contemplated by this Agreement. The confidentiality agreement, dated May 17February 22, 2006, between Parent and the Company 2007 (the “Confidentiality Agreement”), and each party hereto will comply with the terms between UBS Securities LLC, as representative of the Confidentiality AgreementCompany, whether or not a party theretoand Platinum Equity Advisors, LLC shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information. From (a) Between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeand the Effective Time, the Company shall will during ordinary business hours and upon reasonable advance notice, (i) give the Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of its Representatives reasonable access during normal business hours to and its subsidiaries' books, records (including, without limitation, the officesworkpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, books and records of such party and its Subsidiariesand its subsidiaries' personnel, representatives, accountants and agents; PROVIDED, HOWEVER, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's or a subsidiary's physical inventory of its assets), (iii) cause its and its subsidiaries' officers and advisors to furnish to the Parent and its Representatives such financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as such Persons the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company or any of its subsidiaries to its customers, and (iiiv) instruct permit the Representatives Parent's accountants to conduct such confirmation and testing procedures with respect to the receivables of the Company and its Subsidiaries to subsidiaries as the Parent reasonably cooperate with Parent in its deems appropriate; PROVIDED, HOWEVER, that (A) any such investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business of the Company, (B) neither the Company nor any of its subsidiaries shall be required to take any action which would constitute a waiver of the attorney-client privilege, (C) neither the Company nor any of its subsidiaries need supply the Parent with any information which it is under a legal obligation not to supply, and (D) until such time as the Parent and/or its affiliates are the beneficial owners of a majority of the Shares, any such activities by the Parent prior to the purchase by the Purchaser of Shares pursuant to the Offer shall be for the purposes of verifying the accuracy of representations and warranties of the Company and the compliance by the Company with its Subsidiaries. covenants contained in this Agreement. (b) Any information that is obtained provided pursuant to this Section 8.06 or any other provision of this Agreement shall be held by the Parent in accordance with and shall be subject to the terms of the Confidentiality Agreement dated May 17September 2, 2006, 1994 between Parent the Company and the Company Parent (the “38 - 32 - "Confidentiality Agreement”"), and each party hereto will comply with the terms term of which the parties hereby agree to extend to December 31, 1996. Notwithstanding anything herein or in the Confidentiality AgreementAgreement to the contrary, whether the Parent, the Purchaser or not a party theretothe Company may disclose any information required to be disclosed pursuant to the Exchange Act, or otherwise required or requested to be disclosed by the SEC.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant subject to its termsApplicable Law, upon reasonable notice, notice during normal business hours the Company shall (i) give Parent Parent, its counsel, lenders, underwriters, financial advisors, auditors and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, assets, books and records of such party the Company and its SubsidiariesSubsidiaries (except that such access shall not include access for purposes of conducting soil, groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Parent Parent, its counsel, lenders, underwriters, financial advisors, auditors and its Representatives other authorized representatives such financial and operating data and other information as such Persons may reasonably request, request and (iii) instruct the Representatives employees, counsel, lenders, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided thatprovided, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by that neither the Company under this Agreement, and (y) nothing herein shall require the Company, nor any of its Subsidiaries shall be required to provide access or any disclose information where such access or disclosure would, in each case upon the advice of their respective Representatives to disclose any information that would cause a loss of legal counsel, jeopardize the attorney-client, work product client privilege of the Company or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawits Subsidiaries. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 shall affect or be deemed to modify any other provision representation or warranty made by the Company hereunder. Notwithstanding the foregoing, prior to the Effective Time, in the case of this Agreement any information that in the reasonable, good faith judgment of the Company is competitively sensitive, such information shall be subject provided to Parent pursuant to a “clean-room” arrangement agreed between the terms parties that is intended to permit the sharing of such information in compliance with Applicable Laws. Until the Confidentiality Agreement dated May 17Effective Time, 2006, between Parent and the Company (information provided pursuant to this ‎Section 7.02 shall be kept confidential by the “Confidentiality Agreement”), and each party hereto will comply recipient thereof in accordance with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Subject to the date hereof until the earlier Confidentiality Agreement, each of the Effective Time Company and Parent agrees to provide the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent other party and its Representatives reasonable access during normal business hours Representatives, from time to time prior to the officesEffective Time, such information as the other party shall reasonably request with respect to the disclosing party and its Subsidiaries, businesses, financial conditions and operations and such access to the properties, books and records of such and personnel as the other party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may shall reasonably request, which access shall occur during normal business hours and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of either the Company or Parent or their respective Subsidiaries. (b) Commencing following the date hereof, and in all cases subject to applicable Laws, the Company shall, and shall cause its Subsidiaries to, take all action as may be reasonably requested by Parent, and assist and cooperate with Parent and its Subsidiaries, to facilitate the integration of the Parties and their respective products, services, information systems and technology, operations and businesses effective as of the Closing Date or such later date as may be determined by Parent in its sole discretion. Without limiting the generality of the foregoing, from the date hereof through the Closing Date and consistent with the performance of their day-to-day operations and the continuous operation of Company and its Subsidiaries. Any information that is obtained pursuant Subsidiaries in the ordinary course of business, the Company shall, and shall cause its Subsidiaries to, provide support, including support from its outside contractors and vendors, as well as data and records access to this Section 8.06 Parent and its outside contractors and vendors, including as reasonably requested by Parent to ensure, test and monitor compliance with applicable Laws and regulatory requirements, policies and guidance, and take actions as may reasonably be requested by Parent and assist and cooperate with Parent in performing all tasks as reasonably determined by Parent to be necessary or any other provision of this Agreement shall advisable to result in a successful transition and integration at the Closing or such later date as may be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between determined by Parent in its sole discretion. (c) Parent and the Company (the “Confidentiality Agreement”)shall comply with, and each party hereto will shall cause their respective Representatives, directors, officers and employees to comply with the terms with, all of their respective obligations under the Confidentiality Agreement, whether or not a party theretowhich shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information. From the date hereof of this Agreement until the earlier to occur of the Effective Time and or the termination of this Agreement pursuant to its terms, upon reasonable noticein accordance with the terms set forth in ARTICLE VII, the Company shall, and shall (i) give cause its Subsidiaries to, afford to Parent and its Parent’s Representatives reasonable access access, at reasonable times during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon prior notice to the officesCompany, to the officers, employees, properties, books offices, and records other facilities and to all books, records, contracts, and other assets of such party the Company and its Subsidiaries, (ii) and the Company shall, and shall cause its Subsidiaries to, promptly furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, concerning the business and (iii) instruct the Representatives properties of the Company and its Subsidiaries as Parent may reasonably request from time to reasonably cooperate with Parent in its investigation of time; provided, however, that neither the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, nor any of its Subsidiaries shall be required to provide access to or any of their respective Representatives furnish or disclose such information to disclose any information the extent that the Company reasonably believes that such access or disclosure would cause a (i) jeopardize the protection of, or result in the loss of of, attorney-clientclient privilege or breach, work product contravene or violate any other legal privilege Law (it being understood agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does would not result in such jeopardy, loss, or contravention), (ii) result in the disclosure of any trade secrets of third parties in violation of applicable Law or any confidentiality obligations owed to any third party or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which reasonable best efforts shall include entering into one the Company or more joint defense or community any of interest agreements on customary terms if counsels its Subsidiaries is a party, (iii) result in the disclosure of materials provided to the parties reasonably conclude Company Board or resolutions or minutes of the Company Board, in each case, that such agreements are likely were provided to preserve the privilege)Company Board in connection with its consideration of the Merger or the sale process leading to the Merger. No investigation by Parent or Parent’s Representatives hereunder shall affect the Company’s representations, warranties, covenants, or would constitute a violation agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any Applicable Law. Any investigation access or furnish any information pursuant to this Section 8.06 5.02 to the extent such access or information is reasonably pertinent to a Legal Action where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be conducted in such manner as not given only to interfere unreasonably with the conduct outside legal counsel of the business recipient and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the Company and its Subsidiaries. Any information that recipient unless express permission is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to in advance from the terms source of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether materials or not a party theretoits legal counsel.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its Subsidiaries to, afford to the date hereof until the earlier officers, employees, accountants, counsel, advisors and other representatives of the Effective Time and the termination of this Agreement pursuant to its termsParent reasonable access, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, personnel, information technology systems and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably requestrecords, and (iii) instruct the Representatives of the Company and its Subsidiaries to each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, Company shall, and shall cause its investigation Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, Parent shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of Company such information concerning its businesses as is reasonably relevant to Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken stockholders in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, and 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 preceding sentence apply. (yb) nothing herein Each party shall require the Company, hold all information furnished by or on behalf of it or any of its Subsidiaries or any of their respective Representatives representatives pursuant to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided Section 6.2(a) in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels confidence to the parties reasonably conclude that such agreements are likely to preserve extent required by, and in accordance with, the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct provisions of the business of the Company Mutual Confidentiality and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement Nondisclosure Agreement, dated May 17September 4, 20062014, by and between Parent and the Company (the “Confidentiality Agreement”). (c) No investigation by Parent, Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party hereto will comply shall exercise, consistent with the terms and conditions of the Confidentiality this Agreement, whether or not a party theretocomplete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information. From Subject to applicable Law, including Antitrust Law, during the period from the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant Agreement, Parent will be entitled, through its Representatives, to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable have such access during normal business hours to the officesassets, properties, books business, operations, personnel and records of such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to each Company Subsidiary as is reasonably cooperate necessary in connection with Parent in its Parent’s investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant with respect to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunderhereby. Any such investigation and examination will be conducted during normal business hours upon reasonable advance notice, shall affect or be deemed to modify any representation or warranty made by at Parent’s expense and under the supervision of appropriate personnel of the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct normal operation of the business of the Company Company, and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms Company’s reasonable security measures and insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the Confidentiality Agreement dated May 17Company’s business, 2006, between Parent and the Company will cooperate fully therein. No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will furnish the Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such Representatives may reasonably request and cause its Representatives to cooperate fully with such Representatives of Parent in connection with such investigation. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the “Confidentiality Agreement”Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and each party hereto will disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.2, Parent shall comply with the terms with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws relating to the date hereof until exchange of information, ICBC shall, and shall cause each of its Subsidiaries to, afford to the earlier officers, employees, accountants, counsel and other representatives of the Effective Time and the termination of this Agreement pursuant to its termsSovereign access, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, contracts, commitments and records records, and to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of such party the business of ICBC and its Subsidiaries, (ii) furnish and, during such period, ICBC shall, and shall cause its Subsidiaries to, make available to Parent and its Representatives such financial and operating data and Sovereign all other information concerning its business, properties and personnel as such Persons Sovereign may reasonably request. In addition, during the period prior to the Effective Time, ICBC shall permit employees of Sovereign reasonable access to and participation in material discussions relating to problem Loans, Loan restructurings, Loan workouts and Derivative Contracts (other than any Derivative Contracts entered into in the ordinary course of business with F▇▇▇▇▇ M▇▇ and PHH Mortgage), and (iii) instruct other material asset/liability activities of ICBC and Independence Bank; provided that neither Sovereign nor any Sovereign employee shall have any decision-making authority with respect to such matters. Neither ICBC nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the Representatives attorney-client privilege of the Company and its Subsidiaries institution in possession or control of such information or contravene any law, rule or regulation applicable to reasonably cooperate with Parent the institution in its investigation possession or control of such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company and its Subsidiaries; provided that, preceding sentence apply. (xb) no investigation Sovereign shall hold all information furnished by ICBC or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives representatives pursuant to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided Section 7.2(a) in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels confidence to the parties reasonably conclude that such agreements are likely to preserve extent required by, and in accordance with, the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms provisions of the Confidentiality Agreement Agreement, dated May 17September 30, 20062005, between Parent Sovereign and the Company ICBC (the “Confidentiality Agreement”). (c) No investigation by Sovereign or its Representatives shall constitute a waiver of or otherwise affect the representations, and each party hereto will comply with the terms warranties, covenants or agreements of the Confidentiality Agreement, whether or not a party theretoICBC set forth herein.

Access to Information. From Prior to the date hereof until Closing Date, to the earlier extent permitted by this Section 7.1 and applicable Law, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Effective Time properties, businesses and operations of the termination Company and such examination of this Agreement pursuant the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s own expense. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company to cooperate with Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its termsrepresentatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, upon reasonable noticeno such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via ▇▇▇▇▇, if applicable) to Acquiror (i) give Parent a copy of each report, schedule, form, statement and its Representatives reasonable access other document filed by it or received by it during normal business hours such period pursuant to the offices, properties, books and records requirements of federal or state securities Laws reasonably promptly following such party and its Subsidiariesfiling or receipt, (ii) furnish to Parent the extent available, for the period beginning after the date of this Agreement and its Representatives such ending at the Effective Time, as soon as practicable after the end of each month, and in any event within 30 days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations, and operating data and other information as such Persons may reasonably requeststatements of cash flow, and (iii) instruct the Representatives of the Company all other information concerning its business, properties and its Subsidiaries to personnel as Acquiror may reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawrequest. Any No investigation pursuant to this Section 8.06 7.1 shall be conducted affect any representation or warranty in such manner as not this Agreement of any Party or any condition to interfere unreasonably with the conduct obligations of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoParties.

Access to Information. From (a) During the period from the date hereof of this Agreement continuing until the earlier of the Effective Time and the valid termination of this Agreement pursuant or the Effective Time, subject to its terms, upon reasonable noticethe requirements of applicable Law, the Company shall, and shall cause its Subsidiaries to, (i) give Parent Acquiror and its Merger Sub and their authorized officers, employees, accountants, investment bankers, counsel and other Representatives reasonable access (during normal regular business hours upon reasonable notice) to the such employees, offices, propertiesdata centers and other facilities at reasonable times and to such books, books Contracts, commitments and records (including Tax Returns) of such party the Company and its Subsidiaries as Acquiror or Merger Sub may reasonably request and instruct the Company’s (and its Subsidiaries’) independent public accountants to provide access to their work papers and such other information as Acquiror or Merger Sub may reasonably request, (ii) furnish to Parent Acquiror and its Representatives Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company as such Persons Acquiror or Merger Sub may from time to time reasonably request, and (iii) instruct furnish promptly to Acquiror and Merger Sub a copy of each report, schedule and other document filed or received by the Representatives Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws and (iv) with respect to the matters set forth on Section 6.03(a) of the Disclosure Letter, consult with Acquiror with respect to any decisions of a legal nature related thereto and prior to the Company or its Subsidiaries responding to any request or submitting any documentation in response thereto, provide Acquiror a reasonable opportunity to review any such submission, response or related documentation and provide comments; provided that with respect to this clause (iv), the Company and its Subsidiaries shall not agree to reasonably cooperate settle or provide any remedy with Parent in its investigation regard to any such matters without the prior written consent of Acquiror, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company and its SubsidiariesSubsidiaries 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 or any Law; provided thatprovided, however, that in the case of clause (xA) no and (B), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, data or other information to Acquiror and Merger Sub in compliance with applicable Law, and otherwise the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. No investigation or request pursuant to this Section 8.06 6.03 or otherwise as undertaken in connection with the transactions contemplated hereunder, by Acquiror or its Affiliates shall affect or be deemed to modify any representation representation, warranty, covenant or warranty other agreement made by the Company under in this Agreement, Agreement or the conditions of Acquiror and Merger Sub related thereto. (yb) nothing herein shall require the Company, any of its Subsidiaries All information obtained by Acquiror or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation Merger Sub pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement 6.03 shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms provisions of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From and after the date hereof until Contribution Date, each of Fresenius AG and GmbH shall afford to the earlier of other and to the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its other's Representatives reasonable access and duplicating rights during normal business hours to all Information within the offices, properties, books and records possession or control of such party and its Subsidiariesparty's Group relating to the other party's Group's pre-Contribution business, (ii) furnish Assets or Liabilities or relating to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken arising in connection with the relationship between the Groups on or prior to the Contribution Date, insofar as such access is reasonably required for a reasonable purpose, subject to the provisions below regarding Privileged Information. Without limiting the foregoing, Information may be requested under this Section 6.02 for audit, accounting, claims, litigation and Tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations. (a) Each party hereto acknowledges that: (1) Each of Fresenius AG and GmbH (and the members of the Fresenius AG Group and the FWD Business Group, respectively) has or may obtain Privileged Information; (2) there are a number of Litigation Matters affecting each or both of Fresenius AG and GmbH; (3) both Fresenius AG and GmbH have a common legal interest in Litigation Matters, in the Privileged Information, and in the preservation of the confidential status of the Privileged Information, in each case relating to pre-Contribution business of the Fresenius AG Group or the FWD Business Group or relating to or arising in connection with the relationship between the Groups on or prior to the Contribution Date; and (4) both Fresenius AG and GmbH intend that the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made hereby and by the Company under this AgreementReorganization Agreement and the Other Agreements and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege. (b) Each of Fresenius AG and GmbH agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to pre-Contribution business of the FWD Business Group or the Fresenius AG Group, respectively, or relating to or arising in connection with the relationship between the Groups on or prior to the Contribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld and shall not be withheld if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Fresenius AG and GmbH may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Contribution business of the Fresenius AG Group in the case of Fresenius AG or the FWD Business Group in the case of GmbH. In the event of a disagreement between any member of the Fresenius AG Group and any member of the FWD Business Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction. (c) Upon any member of the Fresenius AG Group or any member of the FWD Business Group receiving any subpoena or other compulsory disclosure notice from a court, other governmental agency or otherwise which requests disclosure of Privileged Information, in each case relating to pre-Contribution business of the FWD Business Group or the Fresenius AG Group, respectively, or relating to or arising in connection with the relationship between the Groups on or prior to the Contribution Date, the recipient of the notice shall promptly provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in subsection (y) nothing herein shall require the Companyb), any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts cooperate to cause such information assert all defenses to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”)disclosure claimed by either party's Group, and each party hereto will comply with the terms shall not disclose any disputed documents or information until all legal defenses and claims of the Confidentiality Agreement, whether or not a party theretoprivilege have been finally determined.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and Closing or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticesubject to compliance with applicable Laws and the Confidentiality Agreement, the Company shall (iand shall cause the SiC Entities or other Affiliates of the Company solely with respect to the SiC Business to) give Parent afford to the Investor and its Representatives Representatives, to the extent reasonably requested by Investor, reasonable access during normal business hours to (a) the officesproperties, propertiesContracts, commitments, books and records of such party the SiC Business and (b) officers and senior management employees of the SiC Business, in each case, solely to the extent reasonably required for the purpose of facilitating the consummation of the Issuance and the other Transactions; provided, however, that the Company may restrict the foregoing access to the extent it would (i) unreasonably disrupt the operations of it, its SubsidiariesAffiliates or the SiC Entities or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of it, its Affiliates or the SiC Entities of their normal duties, (ii) furnish to Parent and its Representatives such financial and operating data and jeopardize any attorney-client privilege, work product privilege or other information as such Persons may reasonably request, and legal privilege or trade secret protection or (iii) instruct the Representatives of contravene any applicable Law or binding Contract (including any confidentiality agreement to which the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries Affiliates is a party) or result in the disclosure of commercially sensitive information; provided, however, that the Company shall use commercially reasonable efforts to provide such access or disclose such information in a manner that would not violate the foregoing. In furtherance of the foregoing, the Company may designate commercially sensitive material provided to Investor as “Outside Counsel Only.” Such materials and the information contained therein shall be given to the outside counsel of Investor and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the Company or its legal counsel and shall be subject to any restrictions applicable to such information pursuant to the Confidentiality Agreement (including the clean team agreement and export addendum). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above to provide access to properties, Contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Law (including any COVID-19 Measures). Any access to any properties or facilities of Coherent, the Company or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement Subsidiaries shall be subject to their reasonable security measures and shall not include the terms of the Confidentiality Agreement dated May 17right to perform any “invasive” testing or soil, 2006air or groundwater sampling, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoincluding any Phase II environmental assessments.

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors, and other representatives (ithe "Parent Representatives") give and Parent and its Representatives reasonable subsidiaries shall afford to its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the officesEffective 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 other information concerning their respective businesses, properties, books and records of such party and its Subsidiariespersonnel as Parent or Subsidiary or Company, (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons the case may be, shall reasonably request, and (iii) instruct the Representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) that no investigation or request pursuant to this Section 8.06 7.1 shall affect any representations or otherwise 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 best efforts to cause the Parent Representatives to hold, and Company shall hold and shall use its best efforts to cause Company Representatives to hold in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to Company, as undertaken the case may be, in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, except that Parent, Subsidiary, and (y) nothing herein shall require Company may disclose such information as may be necessary in connection with seeking the CompanyParent Required Statutory Approvals, any of its Subsidiaries or any of their respective Representatives to Company Required Statutory Approvals, and Company Shareholders' Approval, and Parent, Subsidiary, and Company may disclose any information that would cause a loss any of attorney-clientthem 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, work product or and such party shall cooperate with any other legal privilege 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 (it being understood that the parties and Parent and Company shall use reasonable their respective best efforts to cause such information their advisors and representatives to be provided in a manner that does not result in such losssimilarly destroy their documents, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilegememoranda, and notes), or would constitute a violation 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 Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with change or the conduct occurrence of any event after the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision date of this Agreement shall having, or which, insofar as can reasonably be subject to foreseen, in the terms future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of the Confidentiality Agreement dated May 17operations, 2006, between or prospects of Company or Parent and the Company (the “Confidentiality Agreement”)its subsidiaries, and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not taken as a party theretowhole.

Access to Information. From the date hereof until Prior to the earlier of the Effective Time and the termination of this Agreement pursuant in accordance with its terms and the Closing Date, subject to its termsthe terms of the Confidentiality Agreement, upon reasonable noticeBuyer shall be entitled to make such investigation of the properties, the Company shall (i) give Parent businesses and operations of Panadero Corp and its Representatives reasonable access during normal business hours to Subsidiaries and such examination of the offices, properties, books and records of such party Panadero Corp and its SubsidiariesSubsidiaries as it reasonably requests, including making available to Buyer (iia) furnish all material written information in its possession related to Parent drilling, subsurface exploration and its Representatives such financial and operating data testing for the purpose of determining the quantity, quality, geology, mineralogy and other information as such Persons may reasonably request, aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (iiib) instruct all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the Representatives operations of the Company Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Parent Buyer and Buyer’s representatives in its connection with such investigation of the Company and examination, and Buyer and its Subsidiaries; provided thatrepresentatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) no investigation it would require Panadero Corp or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of subject to attorney-client, work product client privilege or any other (y) legal privilege (counsel for the Companies reasonably concludes that it being understood may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the parties Companies shall use commercially reasonable best efforts to cause provide the information sought in such information to be provided investigation or examination in a manner that does not result in jeopardize such lossattorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which reasonable best efforts may be withheld in the Companies’ sole discretion, Buyer (i) shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege)not contact any employees of, suppliers to, customers of, or would constitute a violation financing sources to, Panadero Corp or any of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted its Subsidiaries in such manner as not to interfere unreasonably connection with the Companies or the Transaction and (ii) shall have no right to conduct of the business of the Company and any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of Nothing contained in this Agreement shall be subject construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the terms of Closing. Prior to the Confidentiality Agreement dated May 17Closing, 2006Panadero Corp shall exercise, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply consistent with the terms and conditions of the Confidentiality this Agreement, whether or not a party theretocomplete control and supervision of its and its Subsidiaries’ operations.

Access to Information. From the date hereof of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant in accordance with the terms set forth in Article X, to its termsthe extent permitted by applicable Law and, upon reasonable noticesubject to Section 8.1 and Section 8.12 (including the limitations in Section 8.12(e)), the Company shall will, during normal business hours and upon reasonable request, (ia) give Parent and its Representatives Representatives, upon receipt of advance notice, reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the offices, properties, books and records (including Tax information) of such party the Company and its SubsidiariesSubsidiaries and documentation and information relating to the Real Estate Joint Ventures and the properties owned by such Real Estate Joint Ventures, (iib) furnish to Parent and Parent, its Representatives and Financing Sources such financial and operating data and other information as such Persons may reasonably requestrequest (including information regarding stock and asset basis, and (iii) instruct any “intercompany transactions” within the Representatives meaning of Treasury Regulations section 1.1502-12 among the Company and its Subsidiaries and any “excess loss accounts” within the meaning of Treasury Regulations section 1.1502-19) and (c) instruct its Representatives to reasonably cooperate with Parent and its Representatives in its investigation of the business and Tax profile of the Company and its Subsidiaries; provided, however, that such investigation shall not unreasonably interfere with the Company’s normal operations; provided thatfurther that no such investigation shall affect any representation or warranty given by any Party hereunder. Notwithstanding the foregoing, (x) no investigation the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of any applicable Law or request would jeopardize any legal privilege or work product protection. The Company shall use its reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent pursuant to this Section 8.06 or otherwise as undertaken 6.5 shall be kept confidential in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreementaccordance with, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall otherwise be subject to the terms of the Confidentiality Agreement dated May 17of, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement; provided, whether however, that, prior to the Effective Time, nothing in in this Section 6.5 shall limit any customary disclosures made by Parent to the Financing Sources, rating agencies, prospective Financing Sources, underwriters, existing lenders (and related agents) or not a party theretootherwise in connection with efforts or activities by Parent or the Financing Sources to obtain the Financing; provided further that the Company and its legal counsel shall be given reasonable opportunity to review and comment upon any disclosures made by Parent, its Affiliates or their Representatives to rating agencies that include information about the Company or any of its Subsidiaries.

Access to Information. From (a) Subject to compliance with applicable Laws and the date hereof terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”), until the earlier of the Effective Time and or the termination of this Agreement pursuant to in accordance with its terms, upon reasonable notice, continuing access to the Company shall (i) give Parent Diligence Information or Purchaser Diligence Information, as applicable, and its Representatives reasonable access during normal business hours and upon reasonable notice, to the officesProviding Party’s and its subsidiaries’ businesses, properties, books and records of and such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating other data and other information as such Persons the Accessing Party may reasonably request, as well as to its management personnel, provided, that: (i) such access shall not unduly interfere with the ordinary conduct of the businesses of the Providing Party and its subsidiaries; and (iiiii) instruct other than in circumstances where access thereto or disclosure thereof would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. (b) Subject to compliance with applicable Laws, the Company will also make available to the Purchaser and its Representatives information requested by the Purchaser for the purposes of preparing, considering and implementing plans for the combined businesses of the Company and the Purchaser and its Subsidiaries to reasonably cooperate with Parent in its investigation affiliates following completion of the Arrangement. (c) Without limiting the generality of the provisions of the Confidentiality Agreement, the Purchaser and the Company and its Subsidiaries; each acknowledge that all information provided thatto it under this Section 4.2, (x) no investigation or request otherwise pursuant to this Section 8.06 Agreement or otherwise as undertaken in connection with the transactions contemplated hereunderhereby, shall is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of this Agreement or any termination of this Agreement. (d) If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, then the provisions of this Agreement will supersede those of the Confidentiality Agreement, but only to the extent of the conflict or inconsistency and all other provisions of the Confidentiality Agreement will remain in full force and effect. (e) Investigations made by or on behalf of a Party, whether under this Section 4.2 or otherwise, will not waive, diminish the scope of, or otherwise affect or be deemed to modify any representation or warranty made by the Company under other Party in this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) Prior to the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsClosing, upon reasonable noticenotice and subject to applicable Laws, the Seller and the Company shall, and shall cause any Company Subsidiary to, afford to the officers, employees, accountants, counsel, consultants, advisors and other representatives (icollectively, the “Applicable Representatives”) give Parent of Buyer and its Representatives affiliates, reasonable access during normal business hours to all its and its Subsidiaries’ properties, Contracts, personnel, books and records, and the officesSeller and the Company shall, and shall cause any Company Subsidiary to, furnish as promptly as reasonably practicable to Buyer and its Applicable Representatives all information (financial or otherwise) concerning its business, properties, Contracts, personnel, books and records as Buyer may reasonably request (including without limitation information for purposes of transition and integration planning and conducting due diligence) for purposes of consummating the Closing. Without limiting the generality of the foregoing, the Seller and the Company shall, and shall cause any Company Subsidiary to, use commercially reasonable efforts to provide to Buyer the financial statements, reports and other items required to be provided to the Company’s lenders under Section 5.1 and Schedule 5.1 of the Company Credit Agreement within the time periods specified thereby. Notwithstanding the foregoing, the Seller and the Company shall not be required by this Section 7.2 to provide Buyer or Buyer’s Applicable Representatives with access to or to disclose information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party entered into prior to the date hereof (provided, however, that the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to obtain the required consent of such third party and its Subsidiariesto such access or disclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (ii) furnish to Parent the disclosure of which would violate applicable Law (provided, however, that the Seller and its Representatives such financial and operating data and other information as such Persons may reasonably requestthe Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law) or (iii) instruct the Representatives disclosure of which would cause the loss of any attorney client, attorney work product or other legal privilege (provided, however, that the Seller and the Company shall, and shall cause the Company Subsidiaries to, use their reasonable best efforts to allow for such disclosure to the maximum extent that does not result in a loss of such attorney client, attorney work product or other legal privilege); provided, further, that such access and information shall be disclosed or granted, as applicable, to counsel for Buyer to the extent reasonably required for the purpose of obtaining required approvals or consents, or making filings or providing notices, subject to prior execution of a common interest or joint defense agreement in customary form. (b) Buyer shall hold all information furnished by or on behalf of the Seller, the Company or the Company Subsidiaries pursuant to Section 7.2(a) in confidence to the extent required by, and in accordance with, the provisions of that certain Nondisclosure Agreement, dated as of January 21, 2025, among Buyer, the Company and AMD (the “Confidentiality Agreement”). (c) No investigation by Buyer or its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, Applicable Representatives shall affect or be deemed to modify or waive the representations and warranties set forth herein. Nothing contained in this Agreement shall give any representation party, directly or warranty made by indirectly, the right to control or direct the operations of the other party prior to the Closing. (d) Prior to the Closing, the Company under this Agreementshall reasonably promptly deliver to Buyer a copy of each Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction delivered or received under the PNC Factoring Agreement (ycapitalized terms used and not defined in this Section 7.2(d) nothing herein have the meanings assigned thereto in the PNC Factoring Agreement). For the avoidance of doubt, the failure to deliver any Servicer’s Report, Repurchase Notice, and Notice of Assignment and Irrevocable Payment Instruction, whether in whole or in part, shall require not be a failure to satisfy any condition to Closing pursuant to Section 8.2. (e) For a period of seven (7) years following the Closing, Buyer shall, and shall cause the Company and the Company Subsidiaries to, use commercially reasonable efforts to retain all books, records and other documents pertaining to the Business in existence on the Closing Date that are required to be retained under current retention policies and to provide the Seller and its Applicable Representatives with reasonable access to the same (for the purpose of examining and copying at its expense, during normal business hours, upon reasonable request and upon reasonable notice; provided, however, that (a) any such access shall be subject to Buyer’s and the Company’s reasonable security measures and insurance requirements and conducted in a manner not to unreasonably interfere with the businesses or operations of Buyer, any of its the Company and the Company Subsidiaries, (b) Buyer, the Company and the Company Subsidiaries or any of their respective Representatives shall not be required to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties Seller or its Applicable Representatives if doing so would reasonably conclude that be expected to violate any Law to which Buyer, the Company or such agreements are likely to preserve the privilege)Company Subsidiary is subject but Buyer, or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and the Company Subsidiaries shall take reasonable steps to provide such information if requested by the Seller and (c) nothing in this Section 7.2(e) shall require Buyer, the Company or any Company Subsidiary to furnish to the Seller or its Subsidiaries. Any Applicable Representatives or provide the Seller or its Applicable Representatives with access to information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to attorney-client privilege but Buyer, the terms of the Confidentiality Agreement dated May 17, 2006, between Parent Company and the Company (Subsidiaries shall take reasonable steps to provide such information if requested by the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoSeller.

Access to Information. From (a) Subject to applicable Law, during the period commencing on the date hereof until of this Agreement and ending on the earlier of the Effective Time Closing Date and the termination of date on which this Agreement is terminated pursuant to its termsSection 6.01, Company shall, and shall cause each of the Subsidiaries to, upon reasonable notice, the Company shall (i) give afford Parent and its Representatives Acquisition Sub, and their respective authorized Representatives, reasonable access during normal business hours to the officesemployees, assets, properties, contracts, books and records of Company and Subsidiaries so that they may have the opportunity to make such party investigations as they shall desire of the affairs of Company and its Subsidiaries, (ii) . Company shall furnish as promptly as practicable to Parent and its Representatives such financial and operating data Acquisition Sub a copy of each form, report, schedule, statement, registration statement and other information document filed by it or Subsidiaries during such period pursuant to the requirements of federal or state securities Laws or the BCL. Company shall furnish as such Persons may reasonably request, promptly as practicable to Parent and (iii) instruct the Representatives Acquisition Sub an unaudited monthly consolidated balance sheet of the Company and its the Subsidiaries for the month then ended and related consolidated statements of earnings, cash flows and shareholders' equity (which Company will use commercially reasonable efforts to reasonably cooperate with Parent in its investigation furnish no later than ten days after the end of each month). Notwithstanding the Company and its Subsidiaries; provided thatforegoing, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, Company or any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss violation of Law or any confidentiality agreement in effect as of the date of this Agreement or waive any attorney-client, work product or any other legal client privilege (it being understood that in which case the parties shall use reasonable best efforts to cause will make appropriate substitute disclosure arrangements, if such information to arrangements can be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to made by the parties reasonably conclude using their reasonable efforts and, if material to Company, without such violation or waiver); provided further, that all requests for such agreements are likely to preserve the privilege)access, inspection or would constitute a violation of any Applicable Law. Any investigation information pursuant to this Section 8.06 4.03(a) shall be conducted made through Company's Chief Financial Officer or such other person as he shall designate in such manner as not writing to interfere unreasonably Parent. All nonpublic information provided to, or obtained by, Parent in connection with the conduct transactions contemplated hereby shall be confidential (the "Confidential Information") for purposes of the business Confidentiality Agreement. (b) During the period commencing on the date hereof and ending on the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 6.01, Parent and Acquisition Sub shall furnish as promptly as practicable to Company copies of all amendments, modifications, waivers, revisions, extensions, terminations or similar items related to any commitment letters, letters of intent, term sheets and its Subsidiariessimilar documents with respect to pending or proposed commitments of any third parties to lend or otherwise commit funds with respect to the Merger and the Transactions contemplated hereby. Any Notwithstanding the foregoing, nothing herein shall require Parent or Acquisition Sub to disclose any information that is obtained would cause a violation of Law or any confidentiality agreement in effect as of the date of this Agreement or waive any attorney-client privilege (in which case the parties will make appropriate substitute disclosure arrangements, if such arrangements can be made by the parties using their reasonable efforts and, if material to Parent or Acquisition Sub, without such violation or waiver); provided further, that all requests for such access, inspection or information pursuant to this Section 8.06 or any other provision of this Agreement 4.03 shall be subject made through Parent's Chief Financial Officer or such other person as he shall designate in writing to the terms of the Confidentiality Agreement dated May 17Company. All nonpublic information provided to, 2006or obtained by, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply in connection with the terms Transactions shall be "Confidential Information" for purposes of the Confidentiality Agreement. (c) Subject to applicable Law, whether or not a party theretoduring the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 6.01, Parent shall cause its Representatives to furnish such information and respond to such inquiries as Company shall from time to time reasonably request regarding post-closing integration and operational issues.

Access to Information. From (a) Prior to the date hereof until Closing, the earlier Purchaser shall be entitled, through its officers and representatives (including its legal advisors, accountants and sources of financing and their representatives), to make such additional reasonable investigation of the Effective Time Business and such additional reasonable examination of the termination of this Agreement pursuant to its terms, upon reasonable notice, the Company shall (i) give Parent and its Representatives reasonable access during normal business hours to the offices, properties, books and records of the members of the Company Group and of the Seller with respect to the Business as the Purchaser reasonably requests, including for the purpose of assisting Seller with the preparation of audited financial statements of the Business. Any such party investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances. The Seller shall cause its and its Subsidiaries’ employees and other representatives to cooperate reasonably with the Purchaser and the Purchaser’s representatives in connection with such investigation and examination, (ii) furnish to Parent and the Purchaser and its Representatives representatives shall cooperate with the Seller and its representatives and shall use reasonable efforts to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, such financial investigation or examination need not be permitted to the extent that it would require the Seller or any of its Subsidiaries to disclose any information subject to attorney-client privilege or to disclose any information in violation of any applicable Law or in violation of any confidentiality obligation to which the Seller or any of its Subsidiaries is bound so long as the Seller notifies Purchaser in advance that it is withholding such information and operating data makes reasonable efforts to provide such information in a way that does not violate any such agreement or law or waive any such privilege. (b) The Purchaser shall preserve and other information as keep the business records (including electronic documents and email) transferred to it by the Seller for the time and in the manner specified by applicable Law and, for a period of seven years after the Closing (or earlier if the Seller notifies the Purchaser that such Persons may reasonably requestpreservation is no longer necessary), the Purchaser shall cause its Subsidiaries to give the Seller reasonable access during the Purchaser’s regular business hours upon reasonable advance notice and (iii) instruct under reasonable circumstances to books and records transferred to the Representatives of the Company Purchaser and its Subsidiaries hereunder to reasonably cooperate with Parent in its investigation the extent necessary for the preparation of financial statements, regulatory filings or Tax returns of the Company and Seller or its Subsidiaries; provided thatAffiliates in respect of periods ending on or prior to Closing, (x) no or in connection with any Legal Proceedings, inspection, investigation or request examination relating to any such period. The Seller shall be entitled to make copies of the books and records to which it is entitled to access pursuant to this Section 8.06 or otherwise as undertaken paragraph. In addition, after the Closing, the Seller shall give access to its books and records and cooperate with the Purchaser in connection with the transactions contemplated hereunderpreparation of financial statements and other financial or other information about the Business. Notwithstanding the foregoing, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts only be required to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with applicable discovery rules with respect to information relevant to disputes between the terms of the Confidentiality Agreement, whether or not a party theretoparties.

Access to Information. From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date hereof until the earlier of the Effective Time and the valid termination of this Agreement pursuant to its terms, upon reasonable notice‎‎Article VIII, the Company shall, and shall (i) give cause its Subsidiaries to, afford to Parent and its Representatives reasonable access for purposes of consummating the Transactions during normal business hours in such manner as not to interfere in any material respect with the officesnormal operation of the Acquired Companies, to their respective properties, books books, Contracts, commitments, Tax Returns, records and records appropriate officers and employees of the Acquired Companies, and shall furnish such party and its Subsidiaries, (ii) furnish to Parent and its Representatives such Persons with existing financial and operating data and other information concerning the affairs of the Acquired Companies as such Persons may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; provided, and further, that nothing herein shall require the Acquired Companies to disclose any information to Parent or any such Person if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to any Acquired Company if the Transactions are not consummated, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party, (iii) instruct cause a material default pursuant to any Contract to which any Acquired Company is a party resulting in a breach by an Acquired Company of any representations and warranties in Article IV, (iv) jeopardize any attorney‑client or other legal privilege, or (v) result in the Representatives disclosure of any trade secrets of any Third Party, in each case, so long as the Company provides Parent written notice of the Company fact that it is withholding such information or documents and its Subsidiaries to reasonably cooperate cooperates with Parent to allow disclosure of such information in its investigation of a manner that is not reasonably likely to violate clauses (i) through (v); provided, further, that any access to the Company Acquired Companies’ properties will be subject to the Company’s security measures and its Subsidiaries; provided thatinsurance requirements and will not include the right to perform invasive testing or techniques. All information obtained by Parent, (x) no Merger Sub and their respective Representatives shall be subject to the Confidentiality Agreement. No investigation or request access permitted pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, ‎‎Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject to the terms of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretohereunder.

Access to Information. From Upon reasonable advance notice, between the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, upon reasonable noticeand the Closing Date, the Company shall (i) give Parent K Holdings, its potential financing sources and, as applicable, its and its Representatives their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "K Holdings' Representatives") reasonable access during normal business hours to the offices, properties, books and records (including, without limitation, all Tax Returns and other Tax-related information) of such party the Company and its Subsidiaries, (ii) furnish to Parent and its 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, request and (iii) instruct the Representatives employees, counsel and financial advisors of the Company and its Subsidiaries to reasonably cooperate with Parent K Holdings in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct 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, making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, 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 that is obtained relating to the Company or its Subsidiaries made available pursuant to this Section 8.06 or any other provision of this Agreement 5.3, shall be subject to the terms provisions of the Confidentiality Agreement dated May 17, 2006, between Parent and the Company (the “Confidentiality Agreement”as defined herein), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party thereto.

Access to Information. From (a) On and after the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its termsAccess Date, upon reasonable noticenotice and subject to applicable laws relating to the exchange of information, Company shall, and shall cause its Subsidiaries to, afford to the Company shall (i) give Parent officers, employees, accountants, counsel and its Representatives other representatives of Parent, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its personnel, properties, books books, contracts, commitments and records (provided that such access does not, in the Company's reasonable opinion, unreasonably interfere with the Company's business operations and that such access is coordinated through Company's senior management) and, during such period, Company shall, and shall cause its Subsidiaries to, make available to Parent and such other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to the requirements of federal securities laws or other federal or state laws (other than reports or documents which Company is not permitted to disclose under applicable law) and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Parent may reasonably request, and (iii) instruct the Representatives in all cases so that Parent may have full opportunity to make such reasonable investigations as it desires of the affairs and assets of Company. Neither Company and nor any of its Subsidiaries shall be required to reasonably cooperate with Parent in provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its investigation customers, jeopardize the attorney-client privilege of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, or binding agreement entered into prior to the date of their respective Representatives to disclose any information that would cause a loss this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of attorney-client, work product or any other legal privilege the preceding sentence apply. (it being understood that the parties b) Company shall use its reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels make available to the parties reasonably conclude that such agreements are likely officers, employees, accountants, counsel and other representatives of Parent, during normal business hours during the period prior to preserve the privilege)Effective Time, or would constitute a violation representatives of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with Financial Security Assurance Inc. ("FSA") for the conduct purpose of discussing the impact of the business of transactions contemplated hereby on the securitization transactions effected by Company and its Subsidiaries. Any Subsidiaries and such other matters as shall be reasonably raised by Parent, provided, that such access shall be coordinated through Company's senior management and that representatives of Company shall be permitted to attend all meetings and participate in all phone calls with representatives of FSA. (c) Parent shall, and shall cause its representatives to, hold all information that is obtained furnished by or on behalf of Company or any of Company's Subsidiaries or representatives pursuant to this Section 8.06 or any other provision of this Agreement shall be subject 6.3(a) in confidence to the terms extent required by, and in accordance with, the provisions of the Confidentiality Agreement confidentiality agreement, dated May 17April 30, 2006, 1999 between Parent and the Company (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), . (d) No investigation by Parent or its representatives shall affect the representations and each party hereto will comply with the terms warranties of the Confidentiality Agreement, whether or not a party theretoCompany set forth herein.

Access to Information. From (a) Except as prohibited by applicable Law, during the period from the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to in accordance with its terms, upon reasonable noticeand in all cases subject to the Confidentiality Agreement, the Company shall (i) give Parent to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and its Representatives other authorized representatives reasonable access during normal business hours to the offices, properties, books facilities, assets, books, records, Service Providers and records agents of such party the Company and its SubsidiariesSubsidiaries in a manner that does not unreasonably interfere in any material respect, (ii) furnish to Parent Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and its Representatives other authorized representatives such financial and operating data and other information (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) as such Persons may reasonably request, request and (iii) instruct the Representatives Service Providers, counsel, financial advisors, accountants, consultants, agents and other authorized representatives of the Company and its Subsidiaries to reasonably cooperate with Parent in its non-invasive investigation of the Company and its Subsidiaries; provided thatprovided, (x) no investigation that any such access shall be afforded and any such information shall be furnished at Parent’s expense; and provided, further that the parties hereto shall act in good faith in all respects in the performance of the obligations under this Section 5.02(a). Information obtained by the Parent or request Merger Sub pursuant to this Section 8.06 or otherwise as undertaken in connection with 5.02(a) will constitute confidential information under the transactions contemplated hereunder, shall affect or Confidentiality Agreement and will be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels subject to the parties reasonably conclude that such agreements are likely to preserve provisions of the privilege), or would constitute a violation of any Applicable LawConfidentiality Agreement. Any investigation pursuant to this Section 8.06 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Any No information that is or knowledge obtained in any investigation pursuant to this Section 8.06 5.02 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. (b) The provisions of Section 5.02(a) shall not require and shall not be construed to require the Company to permit any access to or any inspection or review of, or to disclose or otherwise make available, any information that (i) affording such access or furnishing such information would result in loss of legal protection, including the attorney-client privilege and work product doctrine; (ii) relates to the applicable portions of minutes of the meetings of the Board of Directors (including any presentations or other provision materials prepared by or for the Board of Directors) where the Board of Directors discussed (A) the transactions contemplated by this Agreement shall be subject or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any Person, (B) any Acquisition Proposal or (C) any Intervening Event; and (iii) in the reasonable judgment of the Company would (A) violate the Company’s and any Affiliate’s respective obligations with regard to confidentiality or waive the protection of any attorney‑client privilege, (B) result in the disclosure of any personal information that would expose the Company to the terms risk of liability or (C) violate any applicable Law. In the event that the Company objects to any request submitted pursuant to and in accordance with Section 5.02(a) and withholds information on the basis of any of the Confidentiality Agreement dated May 17foregoing clauses (i), 2006(ii) or (iii), between Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the Confidentiality Agreementforegoing impediments, whether or not including through the use of reasonable best efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a party thereto.manner to remove the basis for the objection. Table of Contents

Access to Information. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant (a) Subject to its termsany restrictions under applicable Law, upon reasonable notice, the Company shall Sellers will (i) give Parent to the Buyers and its Representatives their officers, employees, accountants, counsel and other representatives reasonable access access, including for inspection and copying, during normal business hours throughout the period prior to the officesStaged Closing Dates, to the properties, books personnel, books, contracts, commitments, reports of examination and records of such party and its Subsidiariesreasonably requested by Buyers, (ii) furnish or shall cause to Parent be furnished any and its Representatives such financial all financial, technical and operating data and other information pertaining to the Business and the Acquired Assets as such Persons Buyers may reasonably request, and (iii) instruct provide or cause to be provided such copies or extracts of documents and records related to its business as Buyers may reasonably request; provided, that no Seller shall be obligated to disclose or provide hereunder information other than related to the Representatives Business. (b) For a period of six (6) years after the Company First Stage Closing Date, upon reasonable prior written notice, Buyers and its Subsidiaries Sellers shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Business as is reasonably cooperate necessary for financial reporting and accounting matters, for reports or filings with Parent any Governmental Bodies, for the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or for the prosecution or defense of any Action, provided that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either party shall have reasonable access to such information until the applicable statute of limitations, if any, shall have expired. Except as otherwise agreed in its investigation of writing, each party shall reimburse the Company other for reasonable out-of-pocket costs and its Subsidiaries; provided that, (x) no investigation or request expenses incurred in assisting the other pursuant to this Section 8.06 or otherwise as undertaken in connection with 5.1(b). Each party shall have the transactions contemplated hereunder, shall affect or be deemed right to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, copy any of such records at its Subsidiaries or own expense. Neither party shall be required by this Section 5.1(b) to take any of their respective Representatives to disclose any information action that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to unreasonably interfere unreasonably with the conduct of its business or unreasonably disrupt its normal operations. (c) Sellers and Buyers agree to preserve all Business Records in their possession for at least six (6) years after the business First Stage Closing Date; provided that each party will preserve all such records relating to Tax matters until expiration of the Company applicable statute of limitations. After such six (6) years period or expiration of the applicable statute of limitations and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision of this Agreement shall be subject at least six (6) days prior to the terms planned destruction of any Business Records or Tax-related records, but in any event no longer than the later of six (6) years after the Second Staged Closing Date or the expiration of the Confidentiality Agreement dated May 17applicable statue of limitations, 2006the party planning to destroy such Business Records or Tax-related records shall notify in writing and shall make available to the other, between Parent and the Company (the “Confidentiality Agreement”)upon its reasonable request, and each party hereto will comply with the terms of the Confidentiality Agreement, whether such Business Records or not a party theretoTax-related records.

Access to Information. From the date hereof until the earlier of the Effective Time and subject to Applicable Law and the termination Confidentiality Agreement dated as of this Agreement pursuant to its termsSeptember 28, upon reasonable notice2023, between the Company and Parent (the “Confidentiality Agreement”), the Company shall (iand shall cause its Subsidiaries to), upon reasonable prior written notice (a) give provide Parent and or its Representatives reasonable access during normal business hours to the Representatives and offices, properties, books and records records, work papers and other documents of such party the Company and its Subsidiaries (including existing financial and operating data relating to the Company and its Subsidiaries, ) and to Service Providers in accordance with Section 6.02 of the Company Disclosure Schedule and (iib) furnish to Parent and its Representatives such financial and operating data and other existing information as such Persons may reasonably request within a reasonable time of such request, and (iii) instruct the Representatives including copies of the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require the Company, any of its Subsidiaries or any of their respective Representatives to disclose any information that would cause a loss of attorney-client, work product or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege), or would constitute a violation of any Applicable Lawexisting information. Any investigation pursuant to this Section 8.06 6.02 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its SubsidiariesSubsidiaries and Parent shall only have the right to perform a visual site assessments of the Company properties. Any Notwithstanding anything to the contrary herein, (a) the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent or any of its Representatives to the extent that such information is subject to an attorney/client privilege or the attorney work product doctrine or that such access or the furnishing of such information is prohibited by Applicable Law or an existing Contract or agreement, but the Company will use commercially reasonable efforts to institute an alternate arrangement reasonably acceptable to Parent that enables Parent to gain access to the relevant information; (b) Parent shall not have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability; (c) Parent and its Representatives shall not be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the Company or its Subsidiaries without the prior written consent of the Company, which may be granted or withheld in the Company’s sole discretion; and (d) to the extent the Company is obligated to provide Parent or its Representatives with physical access to the officers, key employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents pursuant to this Section 6.02, the Company may instead provide such access by electronic means if physical access would not be permitted under Applicable Law (including any COVID-19 Measures). Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 8.06 or 6.02 for any other provision of this Agreement shall be subject purpose unrelated to the terms consummation of the Confidentiality Agreement dated May 17, 2006, between transactions contemplated by this Agreement. No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder or to operate as a non-compete obligation against Parent and the Company (the “Confidentiality Agreement”), and each party hereto will comply with the terms of the Confidentiality Agreement, whether or not a party theretoits Subsidiaries.

Access to Information. From the date hereof until the earlier of the Effective Time (a) Upon reasonable notice and the termination of this Agreement pursuant subject to its terms, upon reasonable noticeapplicable Laws, the Company shall, and shall (i) give Parent cause each of its Subsidiaries to, afford to the officers, directors, employees, agents and its the Representatives of Purchaser, reasonable access access, during normal business hours during the period prior to the officesEffective Time, to all its properties, books books, Contracts, commitments and records records, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Purchaser (i) a copy of each report, schedule, registration statement and other document filed or received by it during such party period pursuant to the requirements of federal securities Laws or federal or state banking or insurance Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law) and its Subsidiaries, (ii) furnish to Parent and its Representatives such financial and operating data and all other information concerning its business, properties and personnel as such Persons Purchaser may reasonably request. Upon the reasonable request of the Company, Purchaser shall furnish such reasonable information about it and (iii) instruct the Representatives of its Affiliates as is relevant to the Company and its Subsidiaries to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries; provided that, (x) no investigation or request pursuant to this Section 8.06 or otherwise as undertaken shareholders in connection with the transactions contemplated hereunder, shall affect or be deemed to modify any representation or warranty made by the Company under this Agreement, and (y) nothing herein shall require . Neither the Company, any of its Subsidiaries or Purchaser nor any of their respective Representatives Affiliates shall be required to provide access to or to disclose any information that where such access or disclosure would cause a loss of jeopardize the attorney-clientclient privilege of such party or contravene any Law, work product fiduciary duty or any other legal privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, which reasonable best efforts shall include entering Order or binding Contract entered into one or more joint defense or community of interest agreements on customary terms if counsels prior to the parties reasonably conclude that such agreements are likely to preserve date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the privilege), or would constitute a violation of any Applicable Law. Any investigation pursuant to this Section 8.06 shall be conducted in such manner as not to interfere unreasonably with the conduct restrictions of the business of preceding sentence apply. (b) All nonpublic information and materials provided prior to the Company and its Subsidiaries. Any information that is obtained pursuant to this Section 8.06 or any other provision date of this Agreement shall be subject to the terms provisions of the Confidentiality Agreement dated May 17confidentiality agreement entered into between the Parties as of January 19, 2006, between Parent and the Company 2012 (the “Confidentiality Agreement”) and all nonpublic information and materials provided on or after the date of this Agreement shall be subject to the provisions of the non-disclosure agreement entered into between the Parties as of the date of this Agreement (the “Non-Disclosure Agreement”), and each . (c) No investigation by a party hereto will comply with the terms or its representatives shall affect or be deemed to modify or waive any representations, warranties or covenants of the Confidentiality other Party set forth in this Agreement, whether or not a party thereto.