Common use of Access to Information Clause in Contracts

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From Between the date of this Agreement Date until and the earlier of the Share Acceptance Effective Time and or the termination of this Agreement, upon reasonable notice the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 Company Subsidiary to, (a) give Parent and its officers, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its Subsidiaries tobuildings, offices, and other facilities and to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish promptly Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to such Representatives all information concerning the business, properties business and personnel Assets and Properties and Taxes of the Company and its Subsidiaries in each case Company Subsidiary as Parent and the Parent Representatives from time to time may reasonably be requested request, including without limitation financial statements, schedules and necessary work papers; (d) allow Parent and the Parent Representatives the opportunity to consummate the Transactions (interview during normal business hours such officers, employees, accountants, actuaries, counsel and not to conduct further due diligence or other investigation personnel and Affiliates of the Company and each Company Subsidiary with the Company)'s prior written consent, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that nothing herein no investigation pursuant to this Section 5.3 shall require affect or be deemed to modify any representation or warranty made by the Company or any of its Subsidiaries herein. Materials furnished to disclose any information Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)transactions contemplated hereby.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (shall, and shall cause each of its the Company Subsidiaries to) , afford to the officers, directors, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives of Parent (“collectively, "Representatives”") of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticethroughout the period prior to the Effective Time, to the all of its properties, books books, contracts, commitments, records and records of the Company and its Subsidiaries other information (including, but not limited to, Tax Returns) and, during such period, each of the parties hereto shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the businessother party access to each significant report, properties schedule 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 other document filed or other investigation of the Company); provided, however, that nothing herein shall require the Company received by it or any of its Subsidiaries to disclose any information pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the public utility commission of any State, the Nuclear Regulatory Commission, the Department of Labor, the Immigration and Naturalization Service, the Environmental Protection Agency (state, local and federal), the IRS, the Department of Justice, the Federal Trade Commission, or any other federal, state or foreign regulatory agency or commission or other Governmental Authority. In addition, during such period, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Parent or the Purchaser if such disclosure would, in the reasonable judgment of and Merger Sub access to all information concerning the Company, (a) violate applicable Law or the provisions of any agreement to which the Company Subsidiaries, directors, officers and shareholders, properties, facilities 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) operations owned, operated 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder otherwise controlled by the Company, or if not so owned, operated or controlled, which properties, facilities or operations that the Company may nonetheless obtain access to through the exercise of reasonable diligence, and such other matters as may be reasonably requested by Parent in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. Parent shall, and shall cause its Subsidiaries and Representatives (other than its Representatives who have entered into separate confidentiality agreements with the Company’s Representatives (as defined ) to, hold in strict confidence all documents and information concerning the Company furnished to it in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated as of October 1, 1999, between Xxxxx X. Xxxxx and the Company (the "Confidentiality Agreement").

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice and the termination of this Agreementsubject to applicable Laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Parent, reasonable access, during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all its properties, books, contracts, commitments, personnel and records, and, during such Representatives 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 banking Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law), (ii) all other information concerning the its business, properties and personnel as Parent may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by the Company at Parent’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 the Company in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of the Company, Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company and its Subsidiaries shareholders in each case as may reasonably be requested connection with the Merger, the Bank Merger and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require transactions contemplated by this Agreement. Neither the Company or nor Parent, nor any of its their respective Subsidiaries shall be required to provide access to or to disclose any information to the Parent extent such access or disclosure would jeopardize the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilegeprivilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. Promptly after The parties shall make appropriate substitute disclosure arrangements under circumstances in which the Agreement Daterestrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide to the Parent with a copy listing of each Company financial advisor’s fairness opinionall new and renewed loans and loan modifications, a summary of the analysis underlying each fairness opinion loan payoffs 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined loan purchases in the Confidentiality Agreement)preceding two weeks.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) The Company and the termination of this Agreement, the Company its subsidiaries shall (and shall cause each of its Subsidiaries to) afford to officers, employeesParent and Subsidiary and their respective accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“the "Parent Representatives”") of the and Parent and the Purchaser reasonable access, in a manner not materially disruptive its subsidiaries shall afford to the operations of the business of the Company and its Subsidiariesaccountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon reasonable notice, throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such Representatives all other information concerning the businesstheir respective businesses, properties operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its Subsidiaries in each case as may reasonably be requested subsidiaries shall hold and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 their reasonable best efforts to obtain waivers of any cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such restrictions) or (b) waive attorney-client privilege. Promptly after information as may be necessary in connection with seeking the Agreement DateParent Required Statutory Approvals, 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 Required Statutory Approvals and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementStockholders' Approval and (ii) each of Parent, dated April 28, 2010, by Subsidiary and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect may disclose any information that it is required by law or judicial or administrative order to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)disclose.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementThe Company shall, the Company shall (and shall --------------------- cause each of its Subsidiaries to) , afford to officersParent, employeesand to Parent's accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent representatives, reasonable access and the Purchaser reasonable access, in a manner not materially disruptive permit them to the operations of the business of the Company and its Subsidiaries, make such inspections as they may reasonably require during normal business hours and upon reasonable notice, during the period from the date of this Agreement through the Effective Time to the all their respective properties, books books, contracts, commitments and records (including the availability of an office at the Company and its Subsidiaries 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 Representatives period pursuant to the requirements of federal or state laws and (ii) all other information concerning the its business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Section 7.2 or otherwise will affect or be deemed to modify any of the representations and warranties made by the Company 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 will cause its Subsidiaries affiliates, associates and representatives to hold, any nonpublic information in each case confidence until such time as may reasonably be requested such information otherwise becomes publicly available and necessary shall use its reasonable best efforts to consummate ensure that such affiliates, associates and representatives do not disclose such information to others without the Transactions (and not to conduct further due diligence or other investigation prior written consent of the Company); provided. In the event of termination of this Agreement for any reason, however, that nothing herein Parent shall require promptly return or destroy all nonpublic documents so obtained from the Company or any of its Subsidiaries to disclose and any information to the Parent or the Purchaser if copies made of such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)documents for Parent.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the 7.1.1 The Company shall (and shall cause each of its the Company Subsidiaries to) to afford to officers, employeesCompass and its accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (“collectively, the "Representatives”") of the Parent underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Purchaser reasonable accessUnderwriters (collectively, in a manner not materially disruptive the "Compass Representatives"), and to the operations of other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the business of Stockholders and the Company and its Subsidiariestheir accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours and upon reasonable notice, throughout the period prior to the Closing to all of their respective properties, books books, contracts, commitments and records of the Company (including, but not limited to, financial statements and its Subsidiaries Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives one another 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 information requested by the other investigation of the Company); provided, however, that nothing herein party. Compass shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 hold and shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after cause the Agreement DateCompass Representatives to hold, and the Stockholders and the Company shall provide hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement or any of the Other Agreements, except that each of Compass, the Stockholders and the Company may disclose any information that it is required by law or judicial or administrative order to disclose, provided it gives prior prompt written notice to the Parent a copy of other party. In addition, Compass will cause each Company financial advisor’s fairness opinion, a summary of the analysis underlying other Founding Companies and their stockholders to enter into a provision similar to this Section 7.1 ----------- requiring each fairness opinion such Founding Company to keep confidential and a copy to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any information obtained by such Founding Company in connection with the transactions contemplated by this Agreement or any of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Other Agreements.

Access to Information. From During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Closing Period, the Company shall (and shall cause each of its Subsidiaries Debtors agree to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of upon request keep the Parent and the Purchaser reasonable access, in a manner not materially disruptive to Backstop Parties reasonably informed about the operations of the business of the Company and its Subsidiariesdirect and indirect subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such periodsubject to applicable non-disclosure agreements and the terms thereof, shall, and shall cause each of its Subsidiaries to, furnish promptly use commercially reasonable efforts to such Representatives all provide the Backstop Parties any 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 nothing herein shall require regarding the Company or any of its Subsidiaries direct and indirect subsidiaries and provide, and direct the Company’s current employees, officers, advisors and other representatives to disclose provide, to the Consenting Noteholders Advisors: (i) reasonable access to the Company’s books, records, and facilities, and (ii) reasonable access to the senior management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs, provided that the foregoing obligation shall not require the Issuer or any Debtor or any of their employees, officers, advisors or other representatives to (1) take any action or share any information to which is restricted or prohibited by obligations of confidentiality binding on the Parent Issuer or the Purchaser if such disclosure wouldany Debtor, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions rules of any agreement applicable securities exchange (provided, that such Issuer or Debtor, as applicable, must only withhold the portion of such information or materials that are actually subject to such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the aforementioned, use commercially reasonable efforts to provide such withheld information or materials to counsel to the Backstop Parties pursuant to a Confidentiality Agreement) nor (2) disclose any document or share any information over which the Company Issuer or any of its Subsidiaries is a party (provided that Debtor asserts any legal professional privilege nor waive or forego the Company shall use its reasonable best efforts to obtain waivers benefit of any such restrictions) or (b) waive attorney-client applicable legal professional 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From Upon reasonable notice to the Agreement Date until the earlier officers of the Share Acceptance Time other (Willxxx X. XxXxxxxxx, X. Danixx XxXxxxxx, Xxvix X. Xxxxxx xxx John X. Xxxxx xxx Park and Carlxx X. Xxxxxxx, Xxrdxx X. Xxxxx, Xxn Xxxxxx xxx Vickxx X. Xxxt for First-Knox) xxd subject to avoidance of unreasonable disruption of the termination other's business and operations, First-Knox xxx Park shall each (and shall cause each of this Agreementtheir respective Subsidiaries to) afford to the directors, officers, employees and Representatives (as defined below) of the Company other, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, each of First-Knox xxx Park shall (and shall cause each of its their respective Subsidiaries to) afford make available to officersthe other (a) a copy of each report, employeesschedule, counsel, investment bankers, accountants registration statement and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive document filed or received by it during such period pursuant to the operations requirements of the business of the Company Federal securities laws or Federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law) and its Subsidiaries, 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 (b) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as such other party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company or directors, officers, employees and Representatives of First-Knox xxxll not have access to Park's payroll records. The parties will hold any of its Subsidiaries to disclose any such information which is nonpublic in confidence to the Parent or the Purchaser if such disclosure wouldextent required by, and in the reasonable judgment of the Companyaccordance with, (a) violate applicable Law or the provisions of any agreement to which the Company letters dated as of August 7, 1996 and August 7, 1996, respectively, between First-Knox xxx Park (the "Confidentiality Agreements"). No investigation by either Park or any of its Subsidiaries is a party (provided that First-Knox xxxll affect 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 representations and warranties of the analysis underlying each fairness opinion and a copy of other. As used in this Agreement, "Representatives" means any attorneys, accountants, investment bankers, financial advisors or other representatives or agents engaged or designated by First-Knox xx Park, as the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)case may be.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business Each of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish afford the other party’s Representatives reasonable access during normal business hours (at the requesting party’s cost) and upon reasonable advance notice and under the supervision of appropriate personnel of the other party to its and its Subsidiaries’ properties, books and records (including Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to such Representatives the requesting party consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the other party’s business, properties and personnel of as the Company and its Subsidiaries in each case as requesting party may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein (a) such access shall not unreasonably interfere with the business or operations of the Company or Parent, (b) the Company and Parent shall not be obligated to provide such access or information if the party receiving the request determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or Personal Information (any such information, the “Restricted Information”), (c) the Company and Parent will be permitted to redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information, and (d) Parent shall only be required to provide information or documentation that is (x) reasonably necessary to consummate the transactions contemplated by this Agreement, (y) reasonably related to a good faith belief by the Board of Directors of the Company that Parent has breached this Agreement, or (z) necessary to comply with the Company’s obligations under Article V of this Agreement and applicable Law; provided, further, that the Company and Parent may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or Parent and to the extent required by applicable Law or Contract to which the Company or Parent is a party. In conducting any inspection of any properties of the Company or Parent, the requesting party and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any portion thereof. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company or Parent to permit the inspection of, or to disclose, any of its Subsidiaries to disclose Acquisition Proposals or any information regarding or related to the Parent or the Purchaser if such disclosure would, in the reasonable judgment deliberations of the Company, (a) violate applicable Law or the provisions Board of any agreement to which Directors of 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company or Parent in connection therewith, in each case, except to the extent such information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined is being disclosed in the Confidentiality Agreement)Form S-4 and/or Proxy Statement/Prospectus.

Access to Information. From Subject to the Confidentiality Agreement Date until and applicable Law relating to the earlier sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the Share Acceptance Time properties, businesses and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its SubsidiariesSubsidiaries (including, during normal business hours without limitation, ordering title investigations and upon reasonable notice, to third party inspections) and such examination of the properties, books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent, potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during such period, shall, regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause each of its Subsidiaries tothe officers, furnish promptly to such Representatives all information concerning the businessemployees, properties consultants, agents, accountants, attorneys and personnel other representatives of the Company and its Subsidiaries to reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and investors and Parent’s potential sources of capital, rating agencies’, prospective lenders’ and investors’ representatives in each case as may reasonably connection with such investigation and examination, and Parent and its potential sources of capital, rating agencies, prospective lenders and investors and their representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be requested and necessary permitted to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, extent that nothing herein shall it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a party (provided that representative of the Company (who shall use its reasonable best efforts be identified in writing to obtain waivers Parent as the representative contemplated by this Section 7.1), (i) neither Parent nor any potential sources of capital, rating agencies, prospective lenders and investors shall contact any such restrictions) suppliers to, or (b) waive attorney-client privilege. Promptly after the Agreement Datecustomers or employees of, the Company or any of its Subsidiaries in respect of this Agreement or the transactions contemplated hereby and (ii) neither Parent nor any potential source of capital, rating agency, prospective lender or investor shall provide have any right to the Parent a copy of each Company financial advisor’s fairness opinion, a summary perform invasive or subsurface investigations of the analysis underlying each fairness opinion and a copy properties or facilities of the relevant portions Company or any of each Company financial advisorits Subsidiaries. Parent shall and shall cause Parent’s presentation Affiliates and representatives to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to keep confidential any non-public information furnished hereunder by received from the Company, its Subsidiaries and the Company’s Representatives (as defined Affiliates or representatives, directly or indirectly, pursuant to this Section 7.1 in accordance with the Confidentiality Agreement).

Access to Information. From (a) Upon reasonable notice and subject to applicable laws, each of Parent and Target, for the Agreement Date until purposes of verifying the earlier representations and warranties of the Share Acceptance Time other and preparing for the Mergers and the termination of other matters contemplated by this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 their respective Subsidiaries to, furnish promptly afford to such Representatives all information concerning the businessofficers, properties employees, accountants, counsel, advisors and personnel other representatives of the Company other party, access, during normal business hours during the period prior to the Effective Time and its Subsidiaries in each case a manner so as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); providedinterfere with normal business operations, however, that nothing herein shall require the Company or any to all of its properties, books, contracts, commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of Parent and Target shall, and shall cause its respective Subsidiaries to disclose any information to, make available to the Parent other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Purchaser if such disclosure would, in the reasonable judgment requirements of the Company, federal securities laws or federal or state banking laws (a) violate applicable Law other than reports or the provisions of any agreement to documents which the Company it or any of its Subsidiaries is a not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the other party (provided that may reasonably request. Neither Parent nor Target nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Company shall use its reasonable best efforts to obtain waivers rights of any such restrictions) Parent’s or (b) waive Target’s, as the case may be, customers, jeopardize the attorney-client privilege. Promptly privilege of the institution in possession or control of such information (after the Agreement Date, the Company shall provide giving due consideration to the Parent a copy existence of each Company financial advisor’s fairness opinionany common interest, a summary 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 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (i) make its management personnel reasonably available to the Parent and shall cause each its representatives, (ii) subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any Contracts to which the Company is a party or by which it is bound, provide the Parent and its Subsidiaries to) afford to officersaccountants, employees, counsel, investment bankers, accountants attorneys and other authorized representatives (“Representatives”) of the Parent reasonable access to, and the Purchaser reasonable access, in a manner not materially disruptive permit such Persons to the operations of the business of the Company and its Subsidiariesreview, during normal business hours and upon reasonable noticeprior written request, its properties, books, Contracts, accounts, records and files, and (iii) provide such other information to the propertiesParent and its representatives as they may reasonably request, books in each case, which is (a) reasonably necessary to assist the Parent with integration and records transition planning in connection with the transactions contemplated hereby and (b) not inconsistent with applicable Law. Notwithstanding the foregoing, the Parent acknowledges that none of the Company and its Subsidiaries andHolders, 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 nor their respective Subsidiaries in each case as may reasonably or Affiliates shall be requested and necessary obligated to consummate provide to the Transactions Parent (and not i) any information relating to conduct further due diligence any offers or indications of interest received by the Holders, the Company or their respective Affiliates or representatives from any Person other investigation of than the Company); provided, however, that nothing herein shall require Parent to acquire the Company or any of its Subsidiaries Equity Interests, properties or assets or any communications between the Holders, the Company or their respective Affiliates or representatives on the one hand and any such other Person on the other hand relating to disclose any information to the Parent such offers or indications of interest or the Purchaser if transactions contemplated thereby (it being understood that the Holders may retain all such disclosure woulddocuments, in information and communications, which shall be the reasonable judgment sole property of the Holders at all times prior to and after the Closing), (ii) any work papers or similar materials prepared by the independent public accountants of the Company, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion, and (aiii) violate applicable Law any documents or information that are protected by 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, privilege or work product doctrines if the Company shall provide determines in its reasonable discretion that providing copies or access to the Parent such documents or information could give rise to a copy possible waiver 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)such privilege or doctrine.

Access to Information. From Upon reasonable advance notice, between the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (i) give K Holdings, its potential financing sources and, as applicable, its and shall cause each of its Subsidiaries to) afford to officers, employees, their respective counsel, investment bankersfinancial advisors, accountants 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 the Parent Company and the Purchaser reasonable accessits Subsidiaries, in a manner not materially disruptive (ii) furnish to K Holdings' Representatives such financial and operating data and other information (including, without limitation, all Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with K Holdings in its investigation of the business of the Company and its Subsidiaries, 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 nothing herein such access shall require the Company or any of its Subsidiaries to disclose any information only be provided to the Parent extent that such access would not violate applicable laws or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions terms of any agreement Company Contract. Without limiting the foregoing, K Holdings and its representatives shall be allowed to which the Company or any conduct an environmental investigation 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by 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’s Representatives , its Subsidiaries and their properties, making available relevant documents related to such matters, and providing necessary assistance with respect to any proposed environmental sampling, including providing accurate information regarding subsurface utilities or structures that could interfere with or prevent such proposed sampling. Any information relating to the Company or its Subsidiaries made available pursuant to this Section 5.3, shall be subject to the provisions of the Confidentiality Agreement (as defined in the Confidentiality Agreementherein).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice and the termination of this Agreementsubject to applicable laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Purchaser, reasonable access, during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all its properties, books, contracts, commitments, personnel and records, and, during such Representatives period, 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 period pursuant to the requirements of federal 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) all other information concerning the its business, properties and personnel as Purchaser may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, 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 shareholders in each case as may reasonably be requested connection with the transactions contemplated by this Agreement, including such title reports and necessary environmental reports pertaining to consummate the Transactions (and Company Real Property not previously made available to conduct further due diligence or other investigation of the Company); providedPurchaser. Neither Company nor Purchaser, however, that nothing herein shall require the Company or nor any of its their Subsidiaries shall be required to provide access to or to disclose any information to the Parent extent such access or disclosure would jeopardize the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilege of such party or its Subsidiaries (after the Agreement Date, the Company shall provide giving due consideration to the Parent a copy existence of each Company financial advisor’s fairness opinionany common interest, a summary 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 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From the Agreement Date until the earlier Each of the Share Acceptance Time Seller Parent and the termination of this AgreementSeller, the Company shall (jointly and severally, shall, and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such periodso long as consistent with its confidentiality obligations under its Joint Venture agreements, shall, and shall use commercially reasonable efforts to cause each of its Subsidiaries the Joint Ventures to, furnish promptly throughout the period from the date hereof to such the Closing, (i) provide the Buyer and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all information concerning the businessofficers, properties employees, agents and personnel accountants of the Company and its Subsidiaries in each case as may reasonably be requested and, to the extent possible, the Joint Ventures and necessary their respective assets, properties, books and records, but only to consummate the Transactions (extent that such access does not unreasonably interfere with the business and not to conduct further due diligence or other investigation operations of the Company and its Subsidiaries and the Joint Ventures, (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other document filed or received by the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information or the Joint Ventures pursuant to the Parent requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iii) upon request from the Purchaser if such disclosure wouldBuyer, in furnish to the reasonable judgment Buyer audited financial statements of the Company and its Subsidiaries for each of the last three fiscal years ended prior to the date of the request and unaudited quarterly financial information for such periods, together with the related financial information, and to use its commercially reasonable efforts to cause the Company’s auditors to provide consents requested by the Buyer, and (ay) violate applicable Law or all other information and data (including, without limitation, copies of Contracts, Employee Benefit Plans, and other books and records) concerning the provisions business and operations of any agreement to which the Company and its Subsidiaries and the Joint Ventures as the Buyer or any of its Subsidiaries is a party (provided that Representatives reasonably may request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 5.1 shall be governed by the terms of the letter agreement between the Buyer and the Seller Parent relating to confidential information concerning 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From (a) Between the Agreement Date until the earlier of the Share Acceptance Time date hereof and the termination of this AgreementEffective Time, the Company shall (and shall, shall cause each of its Subsidiaries subsidiaries to, and shall use its reasonable efforts to cause each of the Company Non-Subsidiary Entities to, (i) afford to officers, employees, counsel, investment bankers, accountants give Parent and other its authorized representatives (“Representatives”including counsel, financial advisors and auditors) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours hours, and upon reasonable noticeadvance notice in writing, to the all properties, facilities and books and records of the Company, its subsidiaries and the Company Non-Subsidiary Entities and its Subsidiaries and, during (ii) permit such period, shall, inspections as Parent may reasonably require and shall cause each of its Subsidiaries to, furnish promptly Parent with such financial and operating data and other information with respect to such Representatives all information concerning the business, properties and personnel of the Company, its subsidiaries and the Company Non-Subsidiary Entities as Parent may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by the Company hereto and all such access shall be coordinated through the Company or its designated representatives, in accordance with such reasonable procedures as they may establish. Between the date hereof and the Effective Time, Parent shall, shall cause each of its subsidiaries to, (i) give the Company and its Subsidiaries authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours, and upon reasonable advance notice in each case writing, to all properties, facilities and books and records of Parent and its subsidiaries and (ii) permit such inspections as the Company may reasonably be requested require and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require furnish the Company or any of its Subsidiaries to disclose any with such financial and operating data and other information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder the business, properties and personnel of Parent and its subsidiaries as the Company may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by the CompanyParent and Merger Sub hereto and all such access shall be coordinated through Parent or its designated representatives, its Subsidiaries and the Company’s Representatives (in accordance with such reasonable procedures as defined in the Confidentiality Agreement)they may establish.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Subject to currently existing contractual and the termination of this Agreement, the Company shall legal restrictions applicable to IGL (which IGL represents and shall cause each of its Subsidiaries to) afford warrants do not require it to officers, employees, counsel, investment bankers, accountants withhold information which is material and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive adverse to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company IGL and its Subsidiaries andtaken as a whole) or to FTX (which FTX represents and warrants do not require it to withhold information which is material and adverse to FTX and its Subsidiaries taken as a whole), during such period, IGL and FTX shall, and shall cause each of its respective Subsidiaries to, afford, during normal business hours during the period from the date of this Agreement through the Effective Time, to the accountants, counsel, financial advisors, officers and other representatives of the other reasonable access to, and permit them to make such inspections as may reasonably be requested of, its properties, books, contracts, commitments and records (including, without limitation, the work papers of independent public accountants), and also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, IGL and FTX shall, and shall cause each of its respective Subsidiaries to, furnish promptly to 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 other (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (ai) 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 opinionreport, a summary schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its properties, assets, business and personnel as the other may reasonably request. From the date of this Agreement through the Effective Time, IGL and FTX shall consult with each other regarding any inquiries made by antitrust regulatory authorities, including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 5.4 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation parties hereto. All information obtained by IGL or FTX pursuant to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) this Section 5.4 shall apply be kept confidential in accordance with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Agreement dated July 30, 1997 among IGL, FTX and FRP.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, subject to Applicable Law, the Company shall (i) give Parent and shall cause each its Representatives, upon reasonable notice, reasonable access during normal business hours to the offices, properties, assets, books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries to) afford to officers, employees, counsel, (provided that the Company’s investment bankers, attorneys, accountants and other authorized representatives (advisors will not be required to furnish to Parent or its Representatives any of their internal documents or materials); provided that, in each case, such access may be limited to the extent, that such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Representatives”) Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of the Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Purchaser reasonable accessCompany or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 6.03, and such investigation shall be conducted in a such manner as not materially disruptive to interfere unreasonably with the operations conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, during normal business hours or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and upon reasonable noticeprivacy laws), to the properties, books and records of (B) communications between the Company and its Subsidiaries andinvestment bankers, during attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the extent such period, shall, and shall cause each privilege cannot be protected by the Company through exercise 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)reasonable best efforts; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure wouldprovided that, in the reasonable judgment case of the Companyclauses (A) and (C), (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 allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such restrictions) Applicable Law or (b) waive jeopardize the protection of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From (a) During the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementPre-Appointment Period, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access during normal business hours, and in a manner that does not materially disrupt or interfere with the business operations of the Company or its Subsidiaries, to all its officers, employees, counsel, investment bankers, accountants properties and other authorized representatives (“Representatives”) of the Parent offices and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, all books and records of the Company and its Subsidiaries and, during such period, shall, the Company shall (and shall cause each of its Subsidiaries to, ) furnish promptly to such Representatives Parent and its Representatives, consistent with its legal obligations, all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would result in the disclosure of any trade secrets of third parties or violate any of its Subsidiaries obligations with respect to disclose any information to the Parent or the Purchaser confidentiality if such disclosure would, in the reasonable judgment of the 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 have used its commercially reasonable best efforts to obtain waivers the consent of such third party to such access, (ii) any Applicable Law requires the Company or its Subsidiaries to restrict access to any properties or information or (iii) providing such access would result in the Company waiving or otherwise losing any privilege with respect to any such restrictions) information or (b) waive attorney-client privilegeif such information constitutes attorney work product. Promptly after Without limiting the Agreement Dateforegoing, the Company shall provide cooperate with Parent and its Representatives in all reasonable respects (including by providing reasonable access 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s and its Subsidiaries’ records, personnel, and customers) in connection with, and shall use its commercially reasonable best efforts to assist Parent and its Representatives (as defined or, at Parent’s option and expense, an independent third party consultant in their efforts following the Confidentiality Agreement)date of this Agreement to, verify information regarding its customers, including, if requested by Parent and to the extent permitted by Applicable Law, by requesting confirmation of such information and statements from such customers, provided, that the Company shall have the right to participate jointly in any communications by Parent or its Representatives with customers except to the extent it may otherwise agree in writing.

Access to Information. From Prior to the Closing or until this Agreement Date until the is earlier of the Share Acceptance Time and the termination of this Agreementterminated, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, counsel, investment bankers, accountants agents and other authorized representatives of Parent and Merger Sub and their respective Affiliates (including its and their independent public accountants, financial advisors and attorneys) (collectively, “Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and hours, upon reasonable advance written 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 businessoffices, properties and personnel business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the Company Business and its Subsidiaries in each case as may reasonably be requested other records and necessary documents relating to consummate the Transactions (Acquired Companies, and not to conduct further due diligence discuss the affairs, finances and accounts or other investigation any of the Acquired Companies with the officers of the Company), to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that nothing herein shall require include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company or any of its Subsidiaries shall not be required to disclose any information to the Parent Parent, Merger Sub or the Purchaser their respective Affiliates or their respective Representatives if such disclosure wouldwould be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, in fiduciary duty or binding agreement entered into prior to the reasonable judgment date of the Company, this Agreement (a) violate applicable Law or the provisions including any obligation of any agreement confidentiality 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 DateAffiliates are subject), provided, that, in each case, the Company shall provide have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the Parent a copy restrictions of each Company financial advisor’s fairness opinion(i) and (ii) would apply and provided, a summary further, that Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not conduct environmental sampling, testing or invasive investigations of any kind without the analysis underlying each fairness opinion and a copy written permission of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to interfere with the operations of the Acquired Companies 37 Agreement and Plan of Merger and in compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives (as defined shall not communicate with any of the employees, customers, distributors, or suppliers of the Acquired Companies without the prior written consent of the General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and any such permitted communications shall be made in the Confidentiality Agreement)presence of a designated representative of the Company.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 Subsidiary to (i) afford the Purchaser and its Subsidiaries toauthorized representatives reasonable access to the offices, furnish promptly to such Representatives all information concerning the businessproperties, properties books and personnel records and key employees of the Company and its each Subsidiary and (ii) furnish to the Purchaser such additional financial and other information regarding the Company and the Subsidiaries in each case as the Purchaser may from time to time reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein any such access or furnishing of information shall require be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and the Subsidiaries. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for access to offices, properties or books or records of the Company or any of its Subsidiaries Subsidiary or additional financial and other information shall be directed solely to Xxxxx Xxxxxxxx, or such other person as he may designate and approve. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall be required to disclose any information to the Parent or the Purchaser if such disclosure wouldcould, in the Company’s reasonable judgment of the Companybusiness judgment, (ax) violate applicable Law or the provisions of any agreement cause material competitive harm 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 April 28, 2010, by and between the Company and the Parent Subsidiaries, on a consolidated basis, if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)date hereof.

Access to Information. (a) From and after the Agreement Date until the earlier of the Share Acceptance Time and the termination date of this Agreement, subject to the requirements of applicable Law, the Company shall will (i) give Parent and shall cause each of its Subsidiaries to) afford to Merger Sub and their authorized officers, employees, counselaccountants, investment bankers, accountants counsel and other authorized representatives reasonable access (“Representatives”during regular business hours upon reasonable notice) to such employees, plants, offices, warehouses and other facilities at reasonable times and to such books, contracts, commitments and records (including Tax Returns) of the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, (ii) permit Parent and the Purchaser reasonable accessMerger Sub to make such inspections as they may reasonably require, in a manner not materially disruptive (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the operations of the business of the Company and its Subsidiaries, 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 as Parent or Merger Sub may from time to time reasonably request, (iv) furnish promptly to Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company during such period pursuant to the requirements of the federal or state securities Laws, and (v) use its Subsidiaries reasonable best efforts to assist Parent in each case obtaining reasonable physical access to the Manufacturing Facility in order for Parent to make such inspections as it may reasonably request. Notwithstanding the foregoing, the Company shall not be requested and necessary obligated to consummate the Transactions (and not to conduct further due diligence provide such access, inspections, data or other investigation of information to the Company)extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person; provided, however, that nothing herein shall require in the case of clause (A) and (B), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or any other information and take such other action (such as the redaction of its Subsidiaries 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 disclose any outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to the Parent or the Purchaser if such disclosure wouldand Merger Sub in compliance with applicable Law, in the reasonable judgment of the 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 and otherwise 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 Dateinstitute appropriate substitute disclosure arrangements, 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined extent practicable in the Confidentiality Agreement)circumstances.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Upon reasonable notice, Saratoga and the termination of this Agreement, the Company SJNB shall (and shall cause each of its their respective Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants the other and other authorized their representatives (“Representatives”) of the Parent and the Purchaser reasonable advisors access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeduring the period prior to the Closing Date, to all the properties, books books, contracts, commitments and records of Saratoga (in the Company case of Saratoga) and its Subsidiaries of SJNB (in the case of SJNB) and, during such period, shall, each of Saratoga and SJNB shall (and shall cause each of its their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, furnish promptly schedule, registration statement and other document filed or received by Saratoga or SJNB, as the case may be, during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such Representatives party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the business, properties and personnel of Saratoga or of SJNB, as the Company case may be, as such other party may reasonably request. SJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in each case as may reasonably be requested confidence to the extent required by, and necessary to consummate in accordance with, the Transactions (and not to conduct further due diligence or other investigation provisions of the Companyletter dated July 28, 1998, between Saratoga and SJNB (the "Confidentiality Agreement"); provided, however, that nothing herein shall require the Company or any of . Saratoga will hold all such information with respect to SJNB and its Subsidiaries to disclose any which is nonpublic in confidence and will otherwise deal with such information to the Parent or the Purchaser if such disclosure wouldextent required by, and in the reasonable judgment of the Companyaccordance with, (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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement), deeming, for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as if such provisions applied by their terms to such information of SJNB and its Subsidiaries, as well as to such information of Saratoga and its Subsidiaries. No investigation by either SJNB, on the one hand, or Saratoga, on the other hand, shall affect the representations and warranties of the other.

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and subject to the termination requirements of this Agreementany Law, including (i) any anti-trust Law, (ii) any applicable Law protecting the privacy of employees and personnel files, (iii) applicable undertakings given by the Company to others requiring confidential treatment of documents and (iv) appropriate limitations on the disclosure of information to maintain attorney-client privilege, the Company shall (will, and shall will cause each of its Subsidiaries to) afford to subsidiaries and its and their controlled affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, accountants financial advisors and other authorized representatives (collectively, the “Company Representatives”) of the to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the Purchaser “Parent Representatives”) reasonable access, in a manner not materially disruptive to upon reasonable notice and during the operations of the business of the Company and its Subsidiaries, during Company’s normal business hours and upon reasonable noticehours, to the propertiesoffices and other facilities, to the senior officers and other Company Representatives, and to the 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 subsidiaries and personnel of will cause the Company Representatives and its Subsidiaries in each case as may reasonably be requested subsidiaries to furnish or make available to Parent, Merger Sub and necessary the Parent Representatives such financial and operating data and such other information with respect to consummate the Transactions (business and not to conduct further due diligence or other investigation operations of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to subsidiaries as Parent, Merger Sub or the Parent or Representatives may from time to time reasonably request. Each of Parent and Merger Sub will, and will cause the Purchaser if Parent Representatives to, hold any such disclosure would, information in confidence in accordance with the reasonable judgment terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, (a) violate applicable Law or and notwithstanding termination of this Agreement, the terms and 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 agreementConfidentiality Agreement, dated April 28as of September 10, 2010, by and between the Company and the Parent 2007 (the “Confidentiality Agreement”) ), between Parent and a Company Representative shall apply with respect to all information furnished to any Parent Representative by any Company Representative hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or thereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) The Company and the termination Company's officers, directors, employees and agents shall afford the officers, employees and agents of this Agreement, the Company shall (AMRE and shall cause each of Merger Sub complete access at all reasonable times to its Subsidiaries to) afford to officers, employees, counselagents, investment bankersproperties, accountants facilities, books, records and contracts and shall furnish AMRE and Merger Sub all financial, operating and other authorized data and information as AMRE and Merger Sub through their officers, employees or agents, may reasonably request. AMRE and Merger Sub will hold and will cause their respective representatives (“Representatives”) of the Parent to hold in strict confidence all documents and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 Company furnished to AMRE or Merger Sub in connection with the Company and its Subsidiaries in each case as may reasonably be requested and necessary to consummate the Transactions transactions contemplated by this Agreement (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information except to the Parent extent that such information can be shown to have been (i) previously known by AMRE or the Purchaser if such Merger Sub (or their respective affiliates) prior to its disclosure would, in the reasonable judgment of to AMRE or Merger Sub by the Company, (aii) violate applicable Law in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and will not release or disclose such information to any other person, except in connection with this Agreement to their respective auditors, attorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the case may be, has caused such financial institutions and individuals to agree to be bound by the provisions of any agreement this Section 5.9 as if the reference to which AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and their respective representatives may provide such documents and information in connection with its SEC filings or in response to judicial or administrative process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to be furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company or any of its Subsidiaries is a party (provided that obligation to provide such information prior to such disclosure and fully cooperates with the Company shall use its reasonable best efforts to obtain waivers protect the confidentiality of any such restrictions) documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE 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 Merger Sub will destroy or return to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, all copies of written information furnished by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the CompanyAMRE, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Merger Sub or their respective affiliates, agents, representatives or advisers.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time HoldCo and the termination of this AgreementCompany will, the Company shall (and shall will cause each of Company Subsidiary to, afford Parent and its Subsidiaries to) afford to officersaccountants, employees, counsel, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours to its properties, books, records and upon reasonable notice, personnel during the period prior to the Company Merger Effective Time to obtain all information concerning its business, including the status of product development efforts, properties, books results of operations and records of personnel (subject to such reasonable procedures as the Company and its Subsidiaries parties may agree), as Parent may reasonably request, and, during such period, shallupon request by Parent, the Company will, and shall will cause each of its Subsidiaries to, Company Subsidiary to furnish promptly to Parent a copy of any report, schedule, registration statement and other document filed by it during such Representatives all information concerning period pursuant to the business, properties requirements of federal or state securities laws and personnel of the Company and its Subsidiaries in each case as may will reasonably be requested and necessary cooperate with Parent with respect to consummate transition of employees following the Transactions (and not to conduct further due diligence or other investigation of the Company)Closing; provided, however, that nothing herein the Company may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires such party to restrict or prohibit access to any such properties or information. Notwithstanding the foregoing, (a) no information retrieved from the Company's financial reporting system will be made available to Persons who are directly involved in pricing or any other competitive activity at Parent or any Parent Subsidiary, (b) Parent shall require not use any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 8.10 for any purposes other than assessing the financial condition of its Subsidiaries the Company for purposes of this Agreement, and (c) Parent will not share, provide or sell the information to disclose any third party or use the information in any manner that could reasonably be considered a restraint on competition or result in a violation of any applicable law. In addition, any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which obtained from 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 Subsidiary pursuant 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 access contemplated by this Section 8.10 shall be subject to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, upon reasonable notice the Company shall will (and shall will cause each of its Subsidiaries to) afford give Merger Sub, its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) providing or proposed to officersprovide financing in connection with this Agreement and the transactions contemplated hereby full access during normal business hours to its offices, properties, books and records, will allow them to inspect and make copies of contracts, books and records and all other documents and information that they may reasonably request related to the operations and business of the Company and its Subsidiaries, will (and will cause each of its Subsidiaries to) furnish to them such financial and operating data and other information as they may reasonably request, will allow them to meet with designated personnel of the Company or its Subsidiaries and/or their representatives, and will instruct its employees, counsel, investment bankers, financial advisors and accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, to cooperate with them in a manner not materially disruptive to the operations their investigation of the business of the Company and its Subsidiaries, 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 nothing herein no investigation pursuant to this Section 5.5 shall require affect or be deemed to modify any representation or warranty given by the Company or to Merger Sub hereunder. Unless otherwise required by law, Merger Sub and its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) shall hold any of its Subsidiaries to disclose any such information to the Parent or the Purchaser if such disclosure would, which is nonpublic in the reasonable judgment of the Company, (a) violate applicable Law or confidence in accordance with 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement). The Company shall promptly deliver to Merger Sub correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement.

Access to Information. From Subject to the Confidentiality Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreementapplicable Law, the Company shall (afford Parent and shall cause each of its Subsidiaries to) afford to officersaccountants, employees, counsel, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser representatives, reasonable access, in a manner not materially disruptive off premises, during normal business hours to the operations books, analysis, projections, plans, systems, contracts, commitments and records of the Company and its Subsidiaries during the period prior to the Effective Time to obtain all information concerning the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeincluding the status of product development efforts, to the properties, books and records results 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 operations and personnel of the Company and its Subsidiaries (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes) and use all reasonable efforts to make available at all reasonable times during normal business hours to Parent and its representatives, the Presidents of its major subsidiaries and such other personnel requested by Parent that the Company believes will not disrupt the Company’s business (which access shall be arranged by the Company’s CEO or CFO), and its attorneys, accountants and other professionals for discussion of the Company and its Subsidiaries’ business, properties, prospects and personnel. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent at its request (a) a copy of each case report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes). Notwithstanding anything else in this Section 7.4(b) to the contrary, the Chief Executive Officer of the Company shall arrange for the Chief Executive Officer of Parent to be requested granted reasonable access to the officers and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation managers of the Company); provided, however, that nothing herein shall require ’s Subsidiaries as reasonably requested by the Chief Executive Officer of Parent. Any information obtained from the Company or any of its Subsidiaries to disclose any information pursuant to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 access contemplated by this Section 7.4 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 be subject to the Confidentiality Agreement. Nothing herein shall limit in any way the full and complete access of 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 its representatives to the Company Board related thereto. That certain letter agreementand its Subsidiaries following the Purchase Time, dated April 28including, 2010without limitation, by and between access to all documents, data, properties, personnel or other information or Intellectual Property of the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Subsidiaries.

Access to Information. From (a) To the Agreement Date extent permitted by Applicable Law, from the date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (and shall cause each of its Subsidiaries toi) afford to Parent, and to Parent’s officers, employees, counsel, investment bankersfinancial advisors, accountants auditors, financing sources (and their advisors) and other authorized representatives full access to the offices, properties, books, Contracts, commitments, personnel and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives (“Representatives”A) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (B) such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the Purchaser reasonable access, in a manner not materially disruptive to the operations conduct of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, . The foregoing will not require the Company to permit any inspection or disclosure of any information that would result in the properties, books and records disclosure of confidential information of any Person in violation of any confidentiality obligation 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party Person (provided that the Company shall use its reasonable best efforts to obtain waivers request that such Person grant such access or disclosure to Parent and the Company shall nonetheless otherwise give Parent a general description of the subject matter of the agreement) or require disclosure of any such restrictions) material concerning on any Acquisition Proposal made before the date of this Agreement by any Person, or (b) waive attorney-client privilegedisclosure of any report from the Company’s financial advisors, counsel, management or other representative regarding the Parent. Promptly after Without limiting the Agreement Dateforegoing, between the date hereof and the Effective Time, the Company shall provide (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger, including, without limitation, cooperating with the Parent in obtaining appraisals of the assets of the Company and its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Parent a copy of each Company financial advisorCompany’s fairness opinionaccountants and their work papers, a summary making employees of the analysis underlying each fairness opinion Company and a copy of the relevant portions of each Company its Subsidiaries reasonably available, providing all financial advisor’s presentation information relating to the Company Board related thereto. That certain letter agreementand its Subsidiaries as may be reasonably requested by Parent, dated April 28, 2010, by and between permitting Parent and its accountants reasonable access to the Company and its Subsidiaries. In addition, the Company shall deliver estimated and reasonably detailed monthly financial results and statements to Parent (as promptly as practicable following each of their preparation at the “Confidentiality Agreement”) end of each fiscal month. Nothing contained in this Agreement shall apply with respect give to information furnished hereunder by Parent or its Subsidiaries, directly or indirectly, the Company, its Subsidiaries and right to control or direct the Company’s Representatives (as defined or its Subsidiaries’ operations prior to the Effective Time in the Confidentiality Agreement)any unlawful manner.

Access to Information. From (a) Upon reasonable notice and subject to the Confidentiality Agreement Date until (defined below) and applicable Laws relating to the earlier exchange of the Share Acceptance Time and the termination of this Agreementinformation, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, Acquiror shall, and shall cause each of its respective Subsidiaries to, furnish promptly afford to the other party’s officers, directors, investment bankers, attorneys, accountants, financial advisors, agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours during the period prior to the Effective Time, to all of its respective properties, offices, contracts, books, commitments, records, data and personnel and, during such period, each of the Company and Acquiror shall, and shall cause each of its respective Subsidiaries to, make available to the Representatives of the other party all information concerning the its business, properties and personnel as the Company and Acquiror may reasonably request. In connection with due diligence that each of the Company and its Subsidiaries in Acquiror will conduct, 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, Acquiror and its respective Subsidiaries agrees to cooperate fully with all reasonable aspects of the other party’s due diligence process. In this context, cooperation includes making available to the authorized Representatives of the Company or Acquiror, as the case may be, all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, records and other information and materials that such party reasonably requests relevant to such analysis. Each of the Company and Acquiror and each of its Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas the other party reasonably considers to be relevant to overall corporate compliance. Notwithstanding the foregoing provisions of this Section 7.2(a), neither the Company, Acquiror, nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Acquiror, as the Parent or the Purchaser if such disclosure wouldcase may be, in the reasonable judgment of the 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 provide such restrictions) access or (b) waive attorney-client privilegeinformation in a manner that avoids or removes the impediments described in this sentence. Promptly after The Company or Acquiror, as the Agreement Datecase may be, will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary restrictions 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (each party shall, and shall cause each of its Subsidiaries subsidiaries to) , afford to the officers, directors, employees, accountants, counsel, investment bankersbanker, accountants financial advisor and other authorized representatives (“Representatives”) of the Parent and the Purchaser other (collectively, "REPRESENTATIVES") reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticethroughout the period prior to the Closing Date, to the all of its properties, books operating facilities, books, contracts, commitments and records (including, but not limited to, Tax Returns) to the extent that such party or any of its subsidiaries is not under a legal obligation not to provide access or to the extent that such access would not constitute a waiver of the Company attorney-client privilege and its Subsidiaries and, during does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or their respective subsidiaries. During such period, each party shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly to such Representatives all information concerning the businessother (a) access to each reasonably available report, properties schedule 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 other document filed or other investigation of the Company); provided, however, that nothing herein shall require the Company received by it or any of its Subsidiaries to disclose any information subsidiaries pursuant to the Parent requirements of federal or state securities laws or filed with the Purchaser if such disclosure wouldSEC, in the reasonable judgment Department of Justice, the CompanyFederal Trade Commission, (a) violate applicable Law or the provisions of any agreement to which the Company state authority with jurisdiction over public utilities or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of other federal or any such restrictions) state regulatory agency or commission, and (b) waive attorney-client privilegeall information concerning themselves, their subsidiaries, directors, officers and shareholders and such matters as may be reasonably requested by the other party in connection with any filings, applications or approvals required or contemplated by this Agreement. 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 All documents 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in pursuant to this SECTION 4.10 shall be subject to the Confidentiality Agreement, dated October 6, 2000, between J Net and the Company (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall be responsible for all out-of-pocket expenses incurred by the party to whom such request is made in complying with such request, including any cost of reproducing and delivering any required information.

Access to Information. From (a) During the period from the date of this Agreement Date continuing until the earlier of the Share Acceptance Time and the valid termination of this AgreementAgreement or the Effective Time, subject to the requirements of applicable Law, the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford to give Acquiror and Merger Sub and their authorized officers, employees, counselaccountants, investment bankers, accountants counsel and other authorized representatives Representatives reasonable access (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal regular business hours and upon reasonable notice) to such employees, offices, data centers and other facilities at reasonable times and to the propertiessuch books, books Contracts, commitments and records (including Tax Returns) of the Company and its Subsidiaries andas 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, during (ii) furnish Acquiror and Merger Sub with such period, shall, financial and shall cause each of its Subsidiaries to, furnish promptly operating data and other information with respect to such Representatives all information concerning the business, properties and personnel of the Company as Acquiror or Merger Sub may from time to time reasonably request, (iii) furnish promptly to Acquiror and its Subsidiaries in Merger Sub a copy of each case as may reasonably be requested report, schedule and necessary to consummate the Transactions (and not to conduct further due diligence other document filed or other investigation of the Company); provided, however, that nothing herein shall require received by the Company or any of its Subsidiaries during such period pursuant to disclose 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 settle or provide any remedy with 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 Subsidiaries shall not be obligated to provide such access, inspections, data or other information to the Parent extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or the Purchaser if such disclosure wouldattorney work product protection, or (B) would violate an existing confidentiality obligation to any Person or any Law; provided, however, that in the reasonable judgment case of the Companyclause (A) and (B), (a) violate applicable Law or the provisions of any agreement to which the Company or any of 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 a party (provided that 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 its reasonable best efforts to obtain waivers of institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. No investigation pursuant to this Section 6.03 or by Acquiror or its Affiliates shall affect or be deemed to modify any such restrictions) representation, warranty, covenant or (b) waive attorney-client privilege. Promptly after the Agreement Date, other agreement made by the Company shall provide to in this Agreement or the Parent a copy conditions of each Company financial advisor’s fairness opinion, a summary of the analysis underlying each fairness opinion Acquiror and a copy of the relevant portions of each Company financial advisor’s presentation to the Company Board Merger Sub related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementSubject to applicable law, the Company shall (afford Parent and shall cause each of its Subsidiaries to) afford to officersaccountants, employees, counsel, investment bankers, accountants counsel and other authorized representatives representatives, reasonable access (“Representatives”during regular business hours upon reasonable notice) during the period from the date hereof and prior to the Effective Time to: (i) all of the Parent properties, books, contracts, commitments and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business records of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeincluding all Company Intellectual Property (including access to source code, but not to detailed information concerning design processes, design specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall only occur on the properties, books and records premises of the Company in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to have Company engineering personnel available, as provided in subpart 4; (3) Parent and its Subsidiaries and, representatives shall be permitted to take notes during such periodaccess provided that (A) on each day such notes are taken, shallCompany shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and shall cause each all capitalization and equity compensation information that is necessary for Parent to promptly comply with the requirements of its Subsidiaries toStatement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, furnish promptly to such Representatives (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries in each case as Parent may reasonably be requested request, and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation iii) all Employees of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries as reasonably requested by Parent. The Company agrees to promptly provide to Parent and the Company’s Representatives its accountants, counsel and other representatives copies of such internal financial statements (including Tax Returns and supporting documentation) as defined in the Confidentiality Agreement)may be reasonably requested.

Access to Information. From business hours, during the Agreement Date until period prior to the earlier of the Share Acceptance Time Closing Date, to all its properties, books, contracts, commitments and the termination of this Agreementrecords and, during such period, the Company shall furnish promptly to Purchaser, consistent with its legal obligations, all information concerning its business, properties and personnel as Purchaser may reasonably request and (ii) Purchaser shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser Stockholder reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticehours, during the period prior to the Closing Date, to the all its properties, books books, contracts, commitments and records of the Company and its Subsidiaries and, during such period, shall, and Purchaser shall cause each of its Subsidiaries to, furnish promptly to such Representatives Stockholder, consistent with its legal obligations, all information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Stockholder may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require either party may restrict the foregoing access to the extent that, in such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information which is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated May 5, 1998 between Purchaser and Stockholder, as supplemented by the letter dated May 8, 1998 among Purchaser, Stockholder and the Company (the "CONFIDENTIALITY AGREEMENT"). Any investigation by Purchaser, Stockholder or the Company shall not affect the representations and warranties of any of the other parties hereto. In addition, subsequent to the date of this Agreement, Purchaser and/or any of its Subsidiaries may initiate communications with any officer or key Employee of the Company on behalf of Purchaser for the purpose of addressing the prospective retention of such officer or Employee following the Closing, provided that (i) Purchaser believes, in good faith, that there is a compelling, legitimate business necessity to disclose any information initiate such communications prior to the Parent or the Purchaser if Closing and (ii) such disclosure would, communications with each such Employee shall be conducted in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the coordination with 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)management.

Access to Information. From Subject to Section 6.3.2, from the date of this Agreement Date until to the Effective Time or the earlier of the Share Acceptance Time and the termination of this AgreementAgreement pursuant to Section 8.1, the Company shall, shall (cause its Subsidiaries to, and shall cause instruct each of its and its Subsidiaries to) afford to directors, officers, employees, accountants, consultants, legal counsel, investment bankersadvisors, accountants and agents and other authorized representatives (collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives,” and, each, together with each of the Parent Company Representatives, a “Representative”) access at reasonable times and upon reasonable prior notice to the Company, to the Company Representatives, the properties, offices and other facilities of the Company and its Subsidiaries and the Purchaser reasonable accessbooks and records thereof, in a manner not materially disruptive and (b) furnish, or cause to be furnished, such reasonably available information concerning the operations business, properties, Contracts, assets, liabilities, personnel and other aspects of the business Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Company Owned Properties and the Company Leased Premises, physical inspections of the assets of the Company and its Subsidiaries, during normal business hours and upon reasonable noticecontact with the customers, to the propertiesvendors, books suppliers and records creditors of the Company and its Subsidiaries andSubsidiaries, 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 Purchaser Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 6.3.1 shall affect or be requested and necessary deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transactions (and not to conduct further due diligence or other investigation of Merger. Notwithstanding the Company); providedforegoing, however, that nothing herein shall require the Company shall not be required to provide access to or disclose information where such access or disclosure would contravene any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure wouldLaw, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement binding Contract to which the Company is party or any of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts privacy policy applicable 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)customer information.

Access to Information. From Each of NPS and Enzon will afford the Agreement Date until the earlier of the Share Acceptance Time other and the termination of this Agreementother's accountants, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours to its properties, books, records and upon reasonable notice, personnel during the period prior to the Effective Time to obtain all information concerning its business, including the status of product development efforts, properties, books results of operations and records of the Company and its Subsidiaries personnel, as such other parties may reasonably request, and, during such period, upon request by the other parties hereto, each of NPS and Enzon shall, and shall cause each of its their respective Subsidiaries to, furnish promptly to the other parties a copy of any report, schedule, registration statement and other document filed by it during such Representatives all information concerning period pursuant to the business, properties and personnel requirements 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 federal or other investigation of the Company)state securities laws; provided, however, that nothing herein shall require any party may restrict the Company foregoing access to the extent that any Legal Requirement applicable to such party requires such party or any of its Subsidiaries to disclose restrict or prohibit access to any information such properties or information. In addition to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Companyforegoing, (ai) violate applicable Law NPS shall afford Enzon the right to conduct (at Enzon's cost and expense) an environmental audit or the provisions assessment (performed by an environmental consulting firm that maintains liability insurance) of any agreement currently owned, occupied, or leased NPS Business Facility that may include soil, groundwater, or Hazardous Materials sampling, and (ii) Enzon shall afford NPS the right to which the Company conduct (at NPS's cost and expense) an environmental audit or any of its Subsidiaries is a party assessment (provided performed by an environmental consulting firm that the Company shall use its reasonable best efforts to obtain waivers maintains liability insurance) of any such restrictions) currently owned, occupied, or (b) waive attorney-client privilege. Promptly after the Agreement Dateleased Enzon Business Facility that may include soil, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opiniongroundwater, 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or Hazardous Materials sampling.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable prior notice, the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser its Representatives reasonable accessaccess during normal business hours, in a manner as shall not materially disruptive to unreasonably interfere with the business or operations of the business of the Company and its Subsidiariesor any Subsidiary thereof, during normal business hours and upon reasonable noticethe period prior to the Effective Time, to the properties, offices, personnel, other facilities and all books and records of the Company and its Subsidiaries Subsidiaries, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives Parent and its Representatives, all information other data, information, agreements and documents concerning the its business, properties and personnel of the Company and as Parent or its Subsidiaries in each case as Representatives may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or any of its Subsidiaries requires the Company, its Subsidiaries to disclose any information to the preclude Parent or the Purchaser if its Representatives from gaining access to such disclosure wouldproperties or information; provided, in the reasonable judgment of the Companyfurther, (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 commercially reasonable best efforts to obtain waivers the required consent of any third party necessary to provide such restrictionsdisclosure under clause (i) above; provided, further, that Parent and its Representatives shall not have access to individual medical histories or information that is subject to attorney client privilege (b) waive attorney-client privilege. Promptly after the Agreement Dateprovided, that with respect to any such privileged information, the Company shall promptly provide to the Parent a copy description of each Company financial advisor’s fairness opinionany information, 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 agreementdocuments, dated April 28, 2010, by and between the Company data or other material withheld (without disclosing privileged information) and the reason for which it was withheld), nor shall they be permitted to conduct any environmental sampling. Parent (the “Confidentiality Agreement”) shall apply with respect will hold, and will cause its Representatives to hold, any information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).or documents received or provided pursuant to this

Access to Information. From Subject to the Confidentiality Agreement Date until and applicable law, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access and upon reasonable prior notice during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its Subsidiaries during the period prior to the earlier of the Share Acceptance Effective Time and or the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford Agreement to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of obtain all information concerning the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeincluding the status of product development efforts, to the properties, books and records results 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 operations and personnel of the Company and its Subsidiaries in each case and use commercially reasonable efforts to make available at reasonable times during normal business hours to Parent and its representatives, the appropriate individuals (including management, personnel, attorneys, accountants and other professionals) for discussion of the Company and its Subsidiaries’ business, properties, prospects and personnel as Parent may reasonably be requested and necessary to consummate request. During such period, the Transactions Company shall (and not shall cause its Subsidiaries to), subject to conduct further due diligence any limitations imposed by law with respect to records of employees, 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 securities laws and (b) all other investigation information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company); provided, however, that nothing herein shall Company or its Subsidiaries may reasonably require the Company or any of its Subsidiaries to disclose restrict or prohibit access to any such properties, personnel or information to the Parent or the Purchaser if and (ii) such disclosure would, access would be in the reasonable judgment of the Company, (a) violate applicable Law or the provisions breach of any agreement to confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is a party (bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. Any information obtained from the Company shall use or any of 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 Subsidiaries pursuant 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 access contemplated by this Section 5.4 shall be subject to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to the termination requirements of this Agreementapplicable Laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 (i) provide to such Representatives all information concerning Parent and Merger Sub, and their respective officers, directors, employees, managers, consultants, counsel, financial advisors, auditors, agents and other authorized representatives (the business“Parent Representatives”) reasonable access during normal business hours to the employees, properties accountants, legal counsel, auditors and personnel other representatives and agents of the Company and its Subsidiaries in each case and the offices, properties, books and records of the Company and its Subsidiaries, including access to conduct environmental site assessments, (ii) furnish to Parent, Merger Sub and the Parent Representatives such financial and operating data and other information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as such Persons may reasonably request (including, furnishing to Parent the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent and Merger Sub to obtain access to information concerning the Company and its Subsidiaries, as the case may be. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall not be requested required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, Merger Sub or any Parent Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract, provided, that the Company shall use its commercially reasonable efforts to (A) obtain the required consent from any required third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and necessary the Company or (C) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Notwithstanding the foregoing, neither Parent, Merger Sub nor any Parent Representatives shall have access to consummate personnel records of the Transactions (and not Company or any of its Subsidiaries relating to conduct further due diligence individual performance or evaluation records, medical histories or other investigation of information that in the Company); provided, however, that nothing herein shall require ’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to disclose any information to risk of material liability. Without limiting the Parent generality of the foregoing, from the date of this Agreement until the Effective Time or the Purchaser if such disclosure would, in the reasonable judgment of the 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 Termination Date, the Company shall provide will furnish to Parent (i) the Parent a copy of each Company audited consolidated financial advisor’s fairness opinion, a summary statements of the analysis underlying each fairness opinion Company and a copy its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant portions quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of each Company financial advisor’s presentation operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that they will not, and will direct the Parent Representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the Company Board related theretoMerger, this Agreement or the transactions contemplated hereby. That certain letter agreement, dated April 28, 2010, by and between Such access to information pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Parent and Merger Sub shall present all requests for information and access only to such Persons as the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)parties may reasonably agree upon.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford (i) to the officers, employees, independent auditors, legal counsel (including outside legal counsel, investment bankers, accountants ) and other authorized representatives (“Representatives”) of the Parent and the Purchaser Parent, reasonable access, in a manner not materially disruptive during normal business hours during the period prior to the operations Effective Time, to all its properties, books, contracts, commitments and records in order that Parent has a full opportunity to make such investigation as it reasonably desires to make of the business Company and its Subsidiaries and (ii) to the independent auditors of Parent, reasonable access to the audit work papers and other records of the independent auditors of the Company and its Subsidiaries, during normal business hours . Additionally the Company and upon its Subsidiaries will permit Parent to make such reasonable notice, to the properties, books and records inspections of the Company and its Subsidiaries andand their respective operations during normal business hours as Parent may reasonably require and the Company and its Subsidiaries will cause its officers and the officers of its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. During the period prior to the Effective Time, during such period, shall, 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 or received by it during such Representatives period pursuant to the requirements of federal securities laws and (ii) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)request.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable advance notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford the Representatives of Parent reasonable access during normal business hours to its and its Subsidiaries’ properties, books, records, Contracts, legal counsel, financial advisors, accountants, consultants and personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to such Representatives Parent, all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, however that (a) the Company may (after consulting outside legal counsel) reasonably restrict the foregoing access to the extent that any applicable Law, Governmental Entity or attorney-client privilege concerns requires it or its Subsidiaries to restrict access to any properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any inspection of any properties of the Company and its Subsidiaries in each case as may reasonably be requested respective Subsidiaries, Parent and necessary its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to consummate the Transactions (Acceptance Time, Parent and its Representatives shall not have the right to conduct further due diligence environmental testing or other investigation sampling at any of the Company); provided, however, that nothing herein shall require facilities or properties of the Company or any of its Subsidiaries Subsidiaries. All information obtained pursuant to disclose any information this Section 6.3 shall continue to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder be governed by the Company, Confidentiality Agreement which shall remain in full force and effect in accordance with its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)terms.

Access to Information. From (a) Upon reasonable notice and subject to applicable laws, each of BancPlus and FTC, for the Agreement Date until purposes of verifying the earlier representations and warranties of the other and preparing for the Share Acceptance Time Exchange and the termination of other matters contemplated by this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 their respective Subsidiaries to, furnish promptly afford to such Representatives all information concerning the businessofficers, properties employees, accountants, counsel, 60 {JX489484.11} PD.35183901.7 advisors and personnel other representatives of the Company other party, access, upon reasonable prior notice and its Subsidiaries during normal business hours during the period prior to the Effective Time and in each case a manner so as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); providedinterfere with normal business operations, however, that nothing herein shall require the Company or any to all of its properties, books, contracts, commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of BancPlus and FTC shall, and shall cause its respective Subsidiaries to disclose any information to, make available to the Parent other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Purchaser if such disclosure would, in the reasonable judgment requirements of the Company, federal securities laws or federal or state banking laws (a) violate applicable Law other than reports or the provisions of any agreement to documents which the Company it or any of its Subsidiaries is a not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the other party may reasonably request. Neither BancPlus nor FTC nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of BancPlus’s or FTC’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (provided that after giving due consideration to the Company shall use its reasonable best efforts existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will attempt to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after make appropriate substitute disclosure arrangements under circumstances in which the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary restrictions 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From Subject to applicable law, the Agreement Date until Company and its subsidiaries shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors, sources of financing and other representatives (the earlier "Parent Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the Share Acceptance Time and requirements of federal or state securities laws or filed by any of them with the termination of SEC in connection with the transactions contemplated by this Agreement, and (ii) such other information concerning its businesses, properties and personnel as Parent or Merger Subsidiary shall reasonably request and will use reasonable efforts to obtain the Company shall (and shall cause each reasonable cooperation of its Subsidiaries to) afford to the Company's officers, employees, counsel, investment bankersaccountants, accountants consultants and other authorized representatives (“Representatives”) financial advisors in connection with the investigation of the Company by Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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)Parent Representatives; provided, however, that nothing no investigation pursuant to this Section 5.04 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall require be "Information" for purposes of the Confidentiality Agreement dated February 24, 1999 between Parent and the Company or any (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval, and (ii) each of its Subsidiaries to Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or the Purchaser if such disclosure wouldregulations, in the reasonable judgment of the Companywhich constitutes information protected by attorney/client privilege, (a) violate applicable Law or the provisions of any agreement to which the Company or any subsidiary is required to keep confidential by reason of its Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) contract, agreement 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply understanding with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)third parties.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, Except as set forth in a manner not materially disruptive to the operations of the business Section 5.03 of the Company and its SubsidiariesDisclosure Schedule, 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 subsidiaries to (in order to permit Parent to evaluate the transactions contemplated by this Agreement), (i) at reasonable intervals from time to time, confer with Parent to report on operational matters and other matters reasonably requested by Parent and (ii) afford to Parent and to its officers, employees, accountants, counsel and other representatives, reasonable access, during normal business hours during the period prior to the Effective Time, to their respective properties, books, contracts, commitments, directors, officers, attorneys, accountants, auditors (and, to the extent within the Company's control, former auditors), other advisors and representatives, records and personnel, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company or any such subsidiary, 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 or received by it during such Representatives all period pursuant to the requirements of Federal, state or local, domestic or foreign, laws and (b) such other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company shall not be required to (or to cause any of its Subsidiaries to disclose any subsidiaries to) so confer, afford such access or furnish such copies or other information to the Parent or the Purchaser if such disclosure doing so would, or would reasonably be expected to, subject the Company to liability under, or constitute a violation of, applicable laws or confidentiality obligations to a third party. All such information shall constitute Information (as such term is defined in the reasonable judgment Confidentiality Agreement dated as of the CompanyNovember 6, (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 Date2001, 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 April 28, 2010, by and between the Company and the Parent (the “"Confidentiality Agreement”")) and shall apply with respect be subject thereto as provided therein, and Parent shall, and shall cause its advisors and representatives who receive Information to information furnished hereunder by agree to, hold all such Information in confidence to the Companyextent required by, its Subsidiaries and in accordance with, the Company’s Representatives (as defined in terms of the Confidentiality Agreement). The Confidentiality Agreement shall survive any termination of this Agreement.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice and the termination of this Agreementsubject to applicable Laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Parent, reasonable access, during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all its properties, books, contracts, commitments, personnel and records, and, during such Representatives 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 banking Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law), (ii) all other information concerning the its business, properties and personnel as Parent may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by the Company at Parent’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 the Company in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of the Company, Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company and its Subsidiaries shareholders in each case as may reasonably be requested connection with the Merger, the Bank Merger and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require transactions contemplated by this Agreement. Neither the Company or nor Parent, nor any of its their Subsidiaries shall be required to provide access to or to disclose any information to the Parent extent such access or disclosure would jeopardize the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilegeprivilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. Promptly after The parties shall make appropriate substitute disclosure arrangements under circumstances in which the Agreement Daterestrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide to the Parent with a copy listing of each Company financial advisor’s fairness opinionall new and renewed loans and loan modifications, a summary of the analysis underlying each fairness opinion loan payoffs 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined loan purchases in the Confidentiality Agreement)preceding two weeks.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, Seller shall, and shall cause the Asset Transferors and the Acquired Companies, to afford to the Buyer and its and its Representatives, upon reasonable written notice (and with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries during regular business hours, which shall be subject to the consent of Parent, in the case of facilities of the Parent Group, and Seller, in the case of facilities of Seller and its Subsidiaries, not to be unreasonably withheld, conditioned or delayed) reasonable access to (i) all books and records; (ii) within thirty (30) days of receipt thereof, the results or summary results of (including, at a minimum, a detailed description of any risks, threats, deficiencies or vulnerabilities (collectively, “Risks”) identified in) each cybersecurity or information security risk audit, assessment or penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the Acquired Companies) with respect to the Business IT Systems (whether carried out by Parent or Seller or its or their applicable Subsidiaries or any third party vendor on its or their behalf), as well as (x) summaries of steps undertaken by Parent and Seller (as applicable) to remediate any such identified Risks and (y) any other information that Parent or Seller (as applicable) or its or their Subsidiaries toprovide or are required to provide to customers of the Business regarding Risks, furnish promptly to such Representatives root cause analysis, remediation or other related steps; (iii) all information concerning and access to relevant IT Systems reasonably necessary to the business, properties and personnel conduct of the Company Cybersecurity Assessment (as defined herein) pursuant to and its Subsidiaries in accordance with Section 8.2(b); and (iv) other information and access, in each case case, relating to the Business, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including any Business Data and any records contemplated to be made available to Buyer as may reasonably be requested set forth in the definition of Excluded Books and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)Records; provided, however, that nothing herein any such access and review of information shall require be conducted in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or data privacy matters) and, with respect to in-person access at the Company facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the facilities of Parent, Seller or their Subsidiaries) and in such a manner as not to unreasonably interfere with the normal operations of Parent, Seller and their Subsidiaries; provided, further, that neither Buyer nor any of Representatives shall have access to any other businesses of Parent, Seller or their respective Affiliates. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type given, furnished or made available to them pursuant to ‎this Section 8.2. Notwithstanding anything to the contrary contained in this Agreement, prior to the Closing, (i) Buyer will use reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of Seller or any of its Subsidiaries to disclose any information with respect to the Parent transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or the Purchaser if such disclosure wouldwith Seller’s prior written consent (which consent shall not be unreasonably withheld, in the reasonable judgment of the Companyconditioned or delayed), (aii) violate applicable Law or without the provisions prior written consent of any agreement to Seller, which the Company or consent may be withheld in Seller’s sole discretion, neither Buyer nor any of its Subsidiaries is a party Representatives shall conduct any invasive or intrusive sampling or testing of any environmental media, including air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Real Property and (provided that the Company shall iii) Buyer will use its reasonable best efforts to obtain waivers cause its Representatives who are actively involved in Buyer’s efforts to consummate the transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply Group with respect to information furnished hereunder the transactions contemplated by this Agreement, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Following the Companydate hereof and prior to the Closing, Buyer will (1) direct its Subsidiaries Representatives not to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), initiate or reinitiate contact with customers, subscribers or suppliers of Seller specifically and expressly with respect to the Company’s Representatives transactions contemplated by this Agreement and (2) not undertake advertising or marketing campaigns specifically targeting customers or subscribers of the Business in a manner that is outside the ordinary course of business of Buyer, in each case, except as defined expressly provided in other Sections of this Agreement (provided, that, notwithstanding the Confidentiality Agreementforegoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). All requests by Buyer for access or availability pursuant to this Section 8.2 shall be submitted or directed exclusively to the individuals designated by Seller in Section 8.2(a) of the Parent/Seller Disclosure Letter.

Access to Information. From During the Agreement Date until period from the date hereof to the earlier of the Share Acceptance Time and the termination of this AgreementAgreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable advance notice, the Company shall (and shall cause each of its Subsidiaries to) to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees, counselproperties, investment bankersbooks, accountants contracts and other authorized representatives (“Representatives”) of the records; provided that Parent and the Purchaser reasonable access, its Representatives shall conduct any such activities in such a manner as not materially disruptive to interfere unreasonably with the business or operations of the business Company or create a risk of damage or destruction to any property or assets of the Company and or any of its Subsidiaries; provided further, during normal business hours and upon reasonable noticehowever, to the properties, books and records of that the Company and shall not be obligated to provide such access if the Company determines, in its Subsidiaries andreasonable judgment, during such periodthat (a) doing so would violate applicable Law or an obligation of confidentiality owing to a third party (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, furnish promptly use its reasonable best efforts to obtain the required consent of such third party), or waive the protection of an attorney-client privilege, the work product doctrine or other similar privilege applicable to such Representatives all documents or 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 nothing herein the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client privilege), or result in the disclosure of any trade secrets, or (b) such documents or information are directly related to any adverse Proceeding between the Company and its Affiliates on the one hand, and Parent and its Affiliates, on the other hand. Nothing in this Section 7.2 will be construed to require the Company or any of its Subsidiaries or any of their Representatives to disclose prepare any reports, analyses, appraisals, opinions or other information. Each party hereto will hold any such information that is nonpublic in confidence to the Parent or the Purchaser if such disclosure wouldextent required by, and in the reasonable judgment of the Companyaccordance with, (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 April 28May 7, 2010, by and between the Company and the Parent 2019 (the “Confidentiality Agreement”) ), between the Company and Parent. Any access to any Leased Real Property shall apply with respect be subject to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in reasonable security measures and the Confidentiality Agreement)applicable requirements of the Company Leases and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments.

Access to Information. From (a) Upon reasonable notice to the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementCompany, the Company shall (Acquired Companies shall, and shall use reasonable best efforts to cause each of its Subsidiaries their Representatives to) , afford to officers, employees, counsel, investment bankers, accountants Parent’s and Merger Sub’s officers and Parent’s and Merger Sub’s other authorized representatives (“Representatives”) of the Parent and the Purchaser Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariesaccess as reasonably requested by Parent, during normal business hours and upon reasonable noticethroughout the Pre-Closing Period, to the their respective Representatives, properties, books assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and records any other documents and information of the Acquired Companies (whether in physical or electronic form), provided, that, in each case, such access may be limited to the extent the Company and its Subsidiaries andreasonably determines, 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 in light of the Company Coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Authority), that such access would jeopardize the health and 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 safety of the any Acquired Company)’s employee; provided, however, that nothing herein shall require the Company shall use its reasonable best efforts to allow for such access or any as much of its Subsidiaries such access as is possible in a manner that does not jeopardize the health and safety of such employees. In addition, the Acquired Companies shall, and shall use reasonable best efforts to cause their Representatives to, furnish Parent and Merger Sub all financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request. Notwithstanding the foregoing, the Acquired Companies shall not be required to disclose any information to Parent to the Parent or extent the Purchaser if Company reasonably determines such disclosure would, in (i) would jeopardize the reasonable judgment of the Companyattorney-client privilege, (aii) violate applicable Law would reasonably be expected to result in a loss of Trade Secret protection or the provisions of (iii) would contravene any agreement to which the Company or any of its Subsidiaries is a party (Applicable Law; provided that the Company shall use its reasonable best efforts (A) to obtain waivers allow for such access or disclosure in a manner that does not result in a loss of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide privilege or (B) to the develop an alternative to providing such information so as to address such matters that is reasonably acceptable to 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s . With respect to all information provided to Parent or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and the consummation of the Transactions (including any information disclosed pursuant to this Section 6.04) Parent agrees that all information provided to it or any of its Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be Confidential Information (as defined such term is used in the Confidentiality Agreement)) and shall be treated in accordance with the Confidentiality Agreement.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employeesParent and Subsidiary and their respective accountants, counsel, investment bankersfinancial advisors, accountants and other authorized representatives (“the "Parent Representatives”") of the and Parent and its subsidiaries shall afford to its accountants, counsel, financial advisors and other representatives (the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the "Company and its Subsidiaries, Representatives") full access during normal business hours and upon reasonable notice, throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments, and records of the Company (including, but not limited to, Tax Returns) and its Subsidiaries and, during such period, shall, and period shall cause each of its Subsidiaries to, furnish promptly to one another such Representatives all other information concerning their respective businesses, properties, and personnel as Parent or Subsidiary or Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their 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 the case may be, in connection with the transactions contemplated by this Agreement, except that Parent, Subsidiary, and Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, Company Required Statutory Approvals, and Company Shareholders' Approval, and Parent, Subsidiary, and Company may disclose any information that any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company based on the information in such material shall be destroyed (and Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, properties and personnel operations, properties, assets, condition (financial or other), results of the operations, or prospects of Company or Parent and its Subsidiaries in each case subsidiaries, taken 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)whole.

Access to Information. From the date of this Agreement Date until the earlier of the Share Acceptance Effective Time or the date this Agreement is properly terminated in accordance with Article 7, and subject to the termination requirements of this Agreementany Law, including any anti-trust Law, the Company shall (will, and shall will cause each of its Subsidiaries to) afford to subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, accountants financial advisors and other authorized representatives (collectively, the “Company Representatives”) of the to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser reasonable Representatives”) access, in a manner not materially disruptive reasonably designed to minimize disruption to the operations of the business of Company, upon reasonable notice and during the Company and its Subsidiaries, during Company’s normal business hours and upon reasonable noticehours, to the propertiesoffices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries tosubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, furnish promptly Merger Sub and the Purchaser Representatives such financial and operating data and such other information with respect to such Representatives all information concerning the business, properties business and personnel operations of the Company and its Subsidiaries in each case subsidiaries as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); providedParent, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent Merger Sub or the Purchaser if Representatives may from time to time reasonably request, unless such disclosure wouldaccess or provision is otherwise restricted by applicable Law or contract. Unless otherwise required by Law, each of Parent and Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in confidence in accordance with the reasonable judgment terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, (a) violate applicable Law or and notwithstanding termination of this Agreement, the terms and 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 agreementConfidentiality Agreement, dated April 28as of October 26, 2010, by and between the Company and the Parent 2003 (the “Confidentiality Agreement”) ), between Parent and the Company shall apply with respect to all information furnished to any Purchaser Representative by any Company Representative hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or thereunder.

Access to Information. From (a) Subject to the Confidentiality Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreementapplicable Law, the Company shall (and shall cause each of its Subsidiaries toi) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the give Parent and the Purchaser Merger Sub and their Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access (during normal regular business hours and upon reasonable notice) to such employees, plants, offices, warehouses and other facilities at reasonable times and to the propertiessuch books, books contracts, commitments and records (including Tax Returns) of the Company and its Subsidiaries andas Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall, (iii) cause its officers and shall cause each those of its Subsidiaries to, to furnish promptly Parent and Merger Sub with such financial and operating data and other information with respect to such Representatives all information concerning the business, properties properties, litigation matters, personnel and personnel environmental compliance of the Company and its Subsidiaries in each case as Parent or Merger Sub may from time to time reasonably be requested request (including any final revenue summary and necessary final summary monthly financial reporting package that is provided to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers); provided, howeverand (iv) furnish promptly to Parent and Merger Sub a copy of each report, that nothing herein shall require schedule and other document filed or received by the Company or any of its Subsidiaries during such period pursuant to disclose the requirements of the federal or state securities Laws. The Company shall: (i) keep Parent promptly informed of (A) any material communication (written or oral) with or from the FDA and any other Regulatory Authority and (B) any material communications (written or oral) received from any Person challenging the validity or ownership the Intellectual Property of the Company and (ii) not make any written submissions relating to product approvals or any other material submissions to the FDA or any other Regulatory Authority without prior disclosure to Parent of the details of such submissions. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the Parent extent that to do so (x) may cause a waiver of an attorney-client privilege, loss of attorney work product protection or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law loss or the provisions waiver of any agreement other legal privilege, or (y) would violate a confidentiality or other contractual obligation to which the Company or any of its Subsidiaries is a party (provided Person; provided, however, that the Company shall use its reasonable best efforts to obtain waivers any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of any identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such restrictions) access, inspections, data or (b) waive attorney-other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law. Promptly after the Agreement DateIn addition, the Company and its officers and employees shall provide reasonably cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. No review pursuant to this Section 5.03(a) shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality parties hereto under this Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, (a) the Company shall (shall, and shall cause each of its Subsidiaries to) , afford to the officers, directors, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“collectively, "Representatives”") of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticethroughout the period prior to the Merger Effective Time, to the all of its properties, books facilities, operations, books, contracts, commitments and records (including, but not limited to, Tax Returns and any information relating to any audits or other examinations of such Tax Returns) and personnel (including the Company's environmental, health and safety personnel) and (b) Parent shall, and shall cause the Parent Significant Subsidiaries to, afford to the Representatives of the Company, reasonable access to senior executives of Parent for the purpose of discussing Parent's business (with reasonable access to the documents related thereto) during the period prior to the Merger Effective Time. Each party shall, and shall cause its Subsidiaries to, in addition to the advance approval requirements set forth in Section 7.3(b), furnish promptly to the other (a) access to each report, schedule and other document filed or received by it or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the FERC, the NRC, the DOE, the Department of Justice, the Federal Trade Commission or any other federal or state regulatory agency or commission that relates to the transactions contemplated hereby or, subject to the terms of any then existing confidentiality requirements, that is otherwise material to the financial condition or operations of the Company and its Subsidiaries andtaken as a whole, during or to Parent and its Subsidiaries taken as a whole, as the case may be and (b) access to all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such periodother matters as may be reasonably requested by the other party in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. Each party shall, and shall cause each of its Subsidiaries and Representatives to, furnish promptly to such Representatives hold in strict confidence all documents and information concerning the business, properties and personnel of other furnished to it in connection with the Company and its Subsidiaries transactions contemplated by this Agreement in each case as may reasonably be requested and necessary to consummate accordance with the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 agreementConfidentiality Agreement, dated April 28December 13, 20101999, by and between the Company and the Parent (the “"Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement").

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable law, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariessubsidiaries shall afford to Parent and its respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon with reasonable notice, notice throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another such Representatives all information concerning the businesstheir respective businesses, 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 Parent or other investigation of the Company), as the case may be, shall reasonably request; provided, however, that nothing no investigation pursuant to this Section 8.1 shall amend or modify any representations or warranties made herein shall require or the Company or any of its Subsidiaries to disclose any information conditions to the Parent or the Purchaser if such disclosure would, in the reasonable judgment obligations of the Company, (a) violate applicable Law or respective parties to consummate the provisions of any agreement to which the Company or any of Acquisition. Parent and its Subsidiaries is a party (provided that the Company subsidiaries shall hold and shall use its their 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 cause the Parent a copy of each Company financial advisor’s fairness opinionRepresentatives to hold, 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 April 28, 2010, by and between the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent (the “Confidentiality Agreement”) shall apply with respect Company Representatives to hold, in strict confidence all nonpublic documents and information furnished hereunder by to Parent or to the Company, its Subsidiaries as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent and the Company’s Representatives Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals and (as defined in ii) each of Parent and the Confidentiality Agreement)Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Except as otherwise stated in this Section 6.1, upon reasonable notice and the termination of this Agreementduring normal business hours, the Company shall (shall, and shall cause each of its Subsidiaries subsidiaries to) , afford to the officers, directors, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“collectively, "Representatives”") of the Parent and the Purchaser reasonable access, throughout the period prior to the Effective Time of the First Merger, to all of its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) in a manner that will not materially disruptive to disrupt the operations of the business of the Company and or its Subsidiariesrelationship with its customers, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during suppliers or employees. During such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly to such Representatives all information concerning the businessParent (i) a copy of each report, properties schedule 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 other document filed or other investigation of the Company); provided, however, that nothing herein shall require the Company received by it or any of its Subsidiaries to disclose any information subsidiaries pursuant to the requirements of federal or state securities laws or filed with or sent to the SEC, the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and any material reports, schedules or other documents filed with or sent to the California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission of Nevada, the FERC and any other federal or state regulatory agency or commission, and (ii) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by Parent in connection with any filings, applications or approvals required or contemplated by this Agreement. Any such investigation by Parent will not affect the Purchaser if representations or warranties contained in this Agreement. Parent shall furnish promptly to the Company all information concerning it, its subsidiaries, directors, officers and shareholders and such disclosure wouldother matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time at the request of the Company discuss its financing arrangements for the First Merger with the Company and shall furnish promptly to the Company such information concerning its financial condition, together with the final drafts of its financing arrangements for the First Merger. Parent shall promptly advise the Company of any reduction in the reasonable judgment rating of Parent's long-term unsecured debt securities by Moody's Investors Services, Inc. or Standard & Poor's Ratixxx Xxxup. Notwithstanding anything in this Section 6.1 to the Companycontrary, except as required by law (a) violate applicable Law including, but not limited to, a valid and effective subpoena, order, civil investigative demand or the provisions similar process issued by a court of any agreement to which the Company competent jurisdiction or any of its Subsidiaries is by a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions) federal, state or (b) waive attorney-client privilege. Promptly after the Agreement Datelocal, foreign or domestic Governmental Authority), the Company shall not be obligated to provide to the Parent a copy of each Company financial advisor’s fairness opinionbooks, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation to records or documents that the Company Board related theretois legally or by contract obligated to keep confidential. That certain letter agreementEach party shall, dated April 28and shall cause its subsidiaries and Representatives to, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives hold in strict confidence all Evaluation Material (as defined in the Confidentiality Letter Agreement) concerning the other parties furnished to it in connection with the transactions contemplated by this Agreement in accordance with the Letter Agreement, dated as of November 20, 1998, between the Company and Parent, as it may be amended from time to time (the "Letter Agreement")."

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time Effective Time, and the termination of this Agreementsubject to Applicable Law, upon reasonable notice during normal business hours, the Company shall (and shall cause each of its Subsidiaries to) afford use reasonable best efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give Parent, its officers, directors, employees, counsel, investment bankers, accountants and attorneys, lenders, underwriters, accountants, consultants or other authorized agents, advisors or other representatives (“Representatives”) reasonable access to the Company’s Representatives and its offices, properties, assets, books, records, work papers and other documents related to the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such existing financial and operating data and other information as such Persons may reasonably request, and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries; provided, that neither the Company nor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure (x) would, in each case, upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or violate any Applicable Law or Contract entered into prior to the date of this Agreement, or (y) relates to any Acquisition Proposal (except as required by Section 7.03); provided that the Company will use reasonable best efforts to obtain the approval of the counterparty to any such Contract to permit Parent and its Representatives access to same. Notwithstanding the Purchaser reasonable accessforegoing, Parent shall not (A) have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability, or (B) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or any of its Subsidiaries. Any investigation pursuant to this Section shall be conducted in a such manner as not materially disruptive to interfere unreasonably with the operations conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, during normal business hours and upon reasonable noticein the case of any information that in the reasonable, to the properties, books and records good faith judgement of the Company and its Subsidiaries andis competitively sensitive, during such period, shall, and information shall cause each of its Subsidiaries to, furnish promptly be provided 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 Parent pursuant to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and “clean room” arrangement agreed between the Company and parties that is intended to permit the Parent (the “Confidentiality Agreement”) sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 7.02 shall apply with respect to information furnished hereunder be kept confidential by the Company, its Subsidiaries and the Company’s Representatives (as defined recipient thereof in accordance with the Confidentiality Agreement). The Confidentiality Agreement shall terminate as of the Effective Time.

Access to Information. From Between the date of this Agreement Date until the earlier of the Share Acceptance Time --------------------- and the termination of this AgreementEffective Time, the Company shall (shall, and shall cause each of its Subsidiaries tosubsidiaries to (a) afford to Parent and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives full access during normal business hours and at all other reasonable times to the officers, employees, counselagents, investment bankersproperties, accountants (provided that any access for environmental due diligence shall be limited to conducting an environmental assessment consistent with ASTM standards and a compliance audit ("Phase I"); and provided further, that if the results of the Phase I or Purchaser's other due diligence recommends Phase II investigations including testing and/or sampling of soil, water, air, building materials or other environmental media, Purchaser may conduct such reasonable investigations) offices and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business facilities of the Company and its Subsidiaries, during normal business hours subsidiaries and upon reasonable notice, to the properties, their books and records (including all Tax Returns and all books and records related to Taxes and such returns and including any information related to any vessels owned or chartered by the Company or reasonably related to any filings with the United States Coast Guard prepared by Parent or Purchaser relating to the continued operation of vessels in the coastwise trade of the United States), (b) permit Parent to make such inspections as it may require (and the Company and its Subsidiaries andshall cooperate with Parent in any inspections, during such periodincluding, shallwithout limitation, environmental due diligence), and shall cause each of its Subsidiaries to, (c) furnish promptly to Parent and its representatives a copy of each report, schedule, registration statement and other document filed by it during such Representatives all period pursuant to the requirements of federal or state securities laws and such other information concerning the business, properties properties, contracts, records and personnel of the Company and its Subsidiaries subsidiaries (including financial, operating and other data and information) in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation possession of the Company); provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company's counsel, (a) violate applicable Law accountants or the provisions of any agreement other consultants or agents as may be reasonably requested, from time 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 April 28, 2010time, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)or on behalf of Parent.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser its Representatives bound by contractual or fiduciary obligations of confidentiality access (including for inspection and copying) at all reasonable access, in a manner not materially disruptive times to the operations of the business of the Company and its SubsidiariesRepresentatives, during normal business hours and upon reasonable notice, to the properties, books offices, plants 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 other information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested request in conducting its business, accounting and necessary to consummate the Transactions (legal review and not to conduct further due diligence or other investigation of the Company, and shall furnish Parent with such financial, operating and other data and information as Parent may reasonably request. The Company agrees to provide to Parent and its Representatives copies of internal financial statements and any related work papers and supporting documentation promptly upon request. No information or knowledge obtained in any investigation pursuant to this Section 5.2 shall affect or be deemed to modify any representation or warranty contained herein or in any Ancillary Agreement or the conditions to the obligations of the parties to consummate the Merger and the other transactions contemplated hereby and thereby. In addition, the Company shall, and agrees to cause its appropriate Representatives to, execute and deliver such documents and instruments as may be reasonably requested by Parent or required by third party accountants and auditors in connection with the matters contemplated by this subparagraph (a); provided, howeverincluding any work papers, that nothing herein shall require documents, books, record, certifications or reliance representation letters requested by the accounting firm, auditors or other persons engaged to conduct an audit of the Company’s financial books and records in order for Parent to properly make any required public filings with the SEC relating to the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Merger.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the (a) The Company shall (and shall cause each of its Subsidiaries to) afford to officers, employeesParent and Merger Subsidiary and their respective accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“the "Parent Representatives”") of the and Parent and the Purchaser reasonable access, in a manner not materially disruptive Merger Subsidiary shall afford to the operations of the business of the Company and its Subsidiariesaccountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon reasonable notice, throughout the period prior to the Effective Time to all of its respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such Representatives all other information concerning the businesstheir respective businesses, properties and personnel as Parent or Merger Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the Company and its Subsidiaries in each case as may reasonably be requested and necessary respective parties to consummate the Transactions (Merger. Parent and not Merger Subsidiary shall hold and shall use their reasonable best efforts to conduct further due diligence or other investigation of the Company); providedcause Parent Representatives to hold, however, that nothing herein shall require and the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 hold and shall use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, cause the Company shall provide Representatives to the Parent a copy of each Company financial advisor’s fairness opinionhold, a summary of the analysis underlying each fairness opinion in strict confidence all non-public documents 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by to Parent and Merger Subsidiary or to the Company, its Subsidiaries as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Merger Subsidiary and the Company’s Representatives Company may disclose such information as may be necessary in connection with seeking any governmental or shareholder approvals contemplated by this Agreement, and (as defined in ii) Parent, Merger Subsidiary and the Confidentiality Agreement)Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Effective Time and subject to applicable law and the termination Confidentiality Agreement dated as of this AgreementApril 18, 2004, as amended, between the Company and Buyer (the "CONFIDENTIALITY AGREEMENT"), the Company shall (shall, and shall cause each of its Subsidiaries to, (i) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, give to Buyer and its Representatives, access to the offices, properties, contracts, commitments, books and records of the Company and its Subsidiaries andSubsidiaries, during (ii) furnish to Buyer and its Representatives such period, shall, financial and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all operating data and other information concerning the business, properties and personnel of regarding the Company and its Subsidiaries in each case as such Persons may reasonably be requested request, (iii) furnish to Buyer and necessary its Representatives a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to consummate the Transactions requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) and not make available each periodic report to conduct further due diligence or other investigation the Company's senior management, (iv) upon reasonable notice, make available members of the Company); provided's senior management and other employees, however, that nothing herein shall require (v) instruct its Representatives and the Representatives of its Subsidiaries to cooperate with Buyer in its investigation and (vi) provide to Buyer copies of the materials provided to its credit committee in respect of all extensions of credit in excess of $10 million on or about the date such materials are provided to such committee. Neither the Company or nor any of its Subsidiaries shall be required to provide access to or to disclose any information to where such access or disclosure would violate or prejudice the Parent or the Purchaser if such disclosure would, in the reasonable judgment rights of the Company's customers, (a) violate applicable Law jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the provisions date of any agreement this Agreement, PROVIDED THAT, throughout the period prior to which the Company or any of its Subsidiaries is a party (provided that Effective Time, the Company shall use its reasonable best efforts to obtain waivers from Persons who are parties to such agreements in order for Buyer to be provided reasonable access to such agreements. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company. No information or knowledge obtained in any such restrictions) investigation pursuant to this Section shall affect or (b) waive attorney-client privilege. Promptly after the Agreement Date, be deemed to modify any representation or warranty made by 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)hereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the (a) The Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 subsidiaries, officers, employees, counsel, financial advisors and other representatives to, afford to Parent, and to Parent's accountants, counsel, financial advisors and other representatives, reasonable access during the period from the date hereof to the Effective Time of the Merger to the Company's and its subsidiaries' respective officers, employees, representatives, properties, books, contracts, commitments and records and, during such period, the Company shall, and shall cause each of its subsidiaries, officers, employees, counsel, financial advisors and other representatives to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such Representatives period pursuant to the requirements of Federal or state securities laws and (ii) all other information concerning the its business, properties properties, financial condition, operations and personnel as such party may from time to time reasonably request. The Company agrees to advise Parent of all material developments with respect to the Company, its subsidiaries and their respective assets and liabilities from the date hereof to the Effective Time of the Merger. (b) Parent agrees to advise the Company of all material developments with respect to Parent, its assets and liabilities during the period from the date hereof to the Effective Time of the Merger. (c) Except as required by law, each of the Company and Parent shall hold, and cause its Subsidiaries respective directors, officers, employees, accountants, counsel, financial advisors and representatives and affiliates to hold, any nonpublic information in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other confidence. Any investigation by any party of the Company); provided, however, that nothing herein assets and business of the other party and its subsidiaries shall require not affect any representations and warranties hereunder. A-21 27 (d) The Company agrees to permit members of Parent's audit team to review and examine the work papers of Arthxx Xxxexxxx XXX with respect to the Company or any of and its Subsidiaries to disclose any information to the subsidiaries. (e) The Company shall also promptly notify Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to notices from or investigations of which the Company is aware by Governmental Entities that could materially affect the Company's business or assets. Parent will promptly notify the Company of any notices from or investigations by Governmental Entities that could materially affect the consummation of its Subsidiaries is a the Merger. In the event of the termination of this Agreement, each party promptly will deliver to the other party (provided that and destroy all electronic data reflecting the Company shall use same) all documents, work papers and other material (and any reproductions or extracts thereof and any notes or summaries thereto) obtained by such party or on its reasonable best efforts to obtain waivers behalf from such other party or its subsidiaries as a result of any such restrictions) this Agreement or (b) waive attorney-client privilege. Promptly in connection therewith so obtained before or 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 theretoexecution hereof. That certain letter agreement, dated April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).SECTION 5.5

Access to Information. (a) From the Agreement Date until date hereof to the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (and shall cause each of its Subsidiaries to) afford to directors, officers, employees, counselauditors and agents to, investment bankers(i) afford the directors, officers, employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and Merger Sub and the anticipated sources of the Financing or any alternative financing (the "Parent Representatives")reasonable access at reasonable times to its directors, officers, employees, representatives, agents, properties, offices and other authorized representatives (“Representatives”) of the Parent facilities and the Purchaser reasonable accessto all reasonably required information systems, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the propertiescontracts, books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but only to the extent reasonably necessary, participation in meetings and due diligence sessions and the provision of Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and similar documents, and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and its Subsidiaries and, during such period, shallunaudited financial statements, and shall cause legal opinions in each of its Subsidiaries tocase, furnish promptly as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to such Representatives all information concerning the business, properties and personnel of be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and its Subsidiaries in each case as (iii) make available or furnish to Parent and Merger Sub and the Parent Representatives, all financial, operating and other data and information that Parent and Merger Sub and the Parent Representatives may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to obtain waivers this Section 5.5 shall affect or be deemed to modify or update any of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, representations and warranties of 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality contained in this Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable law, the Company shall (afford, and shall cause each of its Subsidiaries to) afford subsidiaries to officersafford, employeesto Acquiror and its accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (the “Acquiror Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive Acquiror and its subsidiaries shall afford to the operations of the business of the Company and its Subsidiariesaccountants, counsel, financial advisors and other representatives (the “Company Representatives”) full access during normal business hours and upon with reasonable notice, notice throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another such Representatives all information concerning the businesstheir respective businesses, properties and personnel as Acquiror or the Company, as the case may be, shall reasonably request. Any investigation pursuant to this Section 7.1 shall be conducted in a manner which will not interfere unreasonably with the conduct of the Company business of the other party. Acquiror and its Subsidiaries subsidiaries (including Merger Sub) shall hold and cause Acquiror Representatives to hold, and the Company shall hold and cause the Company Representatives to hold, in each strict confidence all nonpublic documents and information furnished to Acquiror or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Acquiror and the Company may disclose such information as may reasonably be requested necessary in connection with seeking Acquiror Required Statutory Approvals and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any Required Statutory Approvals, (ii) each of its Subsidiaries to Acquiror and the Company may disclose any information that it is required by law or judicial or administrative order to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, disclose and (aiii) 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 Acquiror may disclose any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide information that it is required by any stock exchange rule 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)disclose.

Access to Information. From Upon reasonable notice and subject to the Agreement Date until the earlier terms of the Share Acceptance Time Confidentiality Agreement, dated March 9, 2007, between the Company and Parent (as assignee of the termination rights of this Madison Dearborn Partners, LLC), as the same may be amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the officers, coworkers, accountants, counsel and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments, coworkers and records (including Tax records), and during such period, the Company shall (and shall cause each of its Subsidiaries to) afford make available to officersParent (a) a copy of each report, employeesschedule, counsel, investment bankers, accountants registration statement and other authorized representatives (“Representatives”) document filed or received by it during such period pursuant to the requirements of the Parent federal or state securities laws or the federal Tax laws and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 (b) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case coworkers as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein such access and information shall only be provided to the extent that such access or the provision of such information would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside counsel) would result in the disclosure of any trade secrets of third Persons or violate any of the Company’s obligations with respect to confidentiality if the Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or disclosure or (ii) to disclose any attorney-client privileged information of the Company or any of its Subsidiaries; and provided further that Parent may not engage in testing of any of the Company’s or its Subsidiaries’ real property without the written consent of the Company, which consent shall not be unreasonably withheld. All requests for information made pursuant to this Section 7.4 shall be directed to the Vice President — Business Development of the Company or such Person as may be designated by such officer. In no event shall the Company be required to supply to Parent, or Parent’s officers, coworkers, accountants, counsel or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required by Section 6.2. In the event of a termination of this Agreement for any reason, Parent shall, in accordance with the terms of the Confidentiality Agreement, return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries to disclose and any information to the Parent or the Purchaser if copies made of such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)documents for Parent.

Access to Information. From and after the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company Parent shall (and shall cause the Surviving Corporation and each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its SubsidiariesAffiliates to), during normal business hours and upon reasonable notice, make available and provide each Securityholder and their respective representatives (including, without limitation, counsel and independent auditors) with access to the properties, books facilities and records properties of the Company Surviving Corporation and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries toand to all information, furnish promptly files, documents and records (written and computer) relating to such Representatives all information concerning the business, properties and personnel of the Company Surviving Corporation and its Subsidiaries or any of their businesses or operations for any and all periods prior to and including the Closing Date that they may require with respect to any reasonable business purpose (including, without limitation, any Tax matter) or in each case as may reasonably be requested connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and necessary to consummate the Transactions shall (and shall cause the Surviving Corporation and each of its Subsidiaries and other Affiliates) cooperate fully with such Securityholders and their respective representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of Parent, the Surviving Corporation and its Subsidiaries and other Affiliates, as applicable, including, without limitation, by making tax, accounting and financial personnel and other appropriate employees and officers of the Surviving Corporation and each of its Subsidiaries available to such Securityholders and their respective representatives (including counsel and independent auditors), with regard to any reasonable business purpose. Notwithstanding the foregoing, Parent shall not be required to conduct further due diligence (and shall not be required to cause the Surviving Corporation and each of its Subsidiaries and other Affiliates to) grant access or furnish information to Securityholders and their representatives to the extent that such access or disclosure would violate or prejudice the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. the Securityholders shall not have access to personnel records of the Surviving Corporation or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other investigation information that in Parent’s good faith opinion is sensitive or the disclosure of which could subject the Company); provided, however, that nothing herein shall require the Company Surviving Corporation or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment risk of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (liability; provided that the Securityholders shall not be prohibited from accessing such information pursuant to a valid court order. In addition, the Company shall use its reasonable best efforts to obtain waivers cause its auditors, at Parent’s expense, to furnish Parent and Merger Sub and their financing sources all financial statements, pro forma financial statements and other financial data and financial information 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 April 28, 2010, by and between the Company and its Subsidiaries, including all financial statements and financial and other data of the Parent type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (the “Confidentiality Agreement”) shall apply including pro forma financial information), and other documents required to satisfy any customary negative assurance opinion, to consummate a financing, together with respect to information furnished hereunder customary consents and comfort letters by auditors of the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time Upon reasonable notice, and the termination of this Agreementexcept as may otherwise be required by applicable Law, the Company shall (give Parent and shall cause each of its Subsidiaries to) afford to officersSub, employeestheir potential financing sources, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access to the operations of the business of the Company and its Subsidiariesoffices, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries andsubsidiaries during normal business hours, during will furnish to Parent and Sub, their counsel, financial advisors, financial institutions, auditors and other authorized representatives such period, shall, financial and shall cause each of its Subsidiaries to, furnish promptly to operating data and other information as such Representatives all information concerning may be reasonably requested and will instruct the business, properties and personnel employees of the Company and its Subsidiaries subsidiaries, their respective counsel and financial advisors to cooperate with Parent and Sub in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other their investigation of the Company)business of the Company and its subsidiaries; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information may restrict the foregoing access to the Parent or the Purchaser if such disclosure would, extent that (A) in the reasonable judgment of the Company, (a) violate applicable Law any law, treaty, rule or the provisions regulation of any agreement Governmental Entity applicable to which the Company requires the Company or its subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable judgment of its Subsidiaries the Company, the information is subject to confidentiality obligations to a party third party, (provided that the Company shall use its reasonable best efforts to obtain waivers C) such disclosure would result in disclosure of any trade secrets of third parties, or (D) disclosure of any such restrictions) information or (b) waive document could result in the loss of attorney-client privilege. Promptly after the Agreement Date; provided, further, however, that with respect to this clause (D), the Company and/or its counsel shall provide use their reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege; provided, further, that, subject to Section 5.05, any information provided to Parent and/or Sub pursuant to this Section 6.02 shall be subject 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 confidentiality agreement, dated April 28as of December 9, 2010, by and between the Company and the Parent 2003 (the “"Confidentiality Agreement”) "), the terms of which shall continue to apply with respect to information furnished hereunder and which shall be binding upon Parent, Sub and their respective shareholders and affiliated companies, except as otherwise agreed by the Company, its Subsidiaries notwithstanding termination of this Agreement. Subject to Section 5.05, in the event of any conflict between the terms of this Section 6.02 and the Company’s Representatives (as defined in terms of the Confidentiality Agreement), the terms of the Confidentiality Agreement shall control.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company shall (shall, and shall cause each of its the Company Subsidiaries to) , afford to the officers, directors, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“collectively, "Representatives”") of Parent, the Parent Lenders and, if requested by Parent, Digital Canal, so long as Digital Canal agrees to be bound by the terms and conditions of the Purchaser Xxxx Confidentiality Agreement (as defined below) as if it were a party thereto, reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticethroughout the period prior to the Effective Time, to the all of its properties, books books, contracts, commitments, records and records of the Company and its Subsidiaries other information (including, but not limited to, Tax Returns) and, during such period, each of the parties hereto shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning the businessother party access to each significant report, properties schedule 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 other document filed or other investigation of the Company); provided, however, that nothing herein shall require the Company received by it or any of its Subsidiaries to disclose any information pursuant to the Parent requirements of federal or state securities laws or filed with or sent to the SEC, the Department of Labor, the Immigration and Naturalization Service, the Environmental Protection Agency (state, local and federal), the IRS, the Department of Justice, the Federal Trade Commission, or any other federal, state or foreign regulatory agency or commission or other Governmental Authority. In addition, during such period, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Parent, Merger Sub and, if requested by Parent, Digital Canal, but to Digital Canal only the extent related to the Transferred Assets or the Purchaser if such disclosure wouldTransferred Divisions, in the reasonable judgment of access to all information concerning the Company, (a) violate applicable Law or the provisions of any agreement to which the Company Subsidiaries, directors, officers and stockholders, properties, facilities or any of its Subsidiaries is a party (provided operations owned, operated or otherwise controlled by the Company, or if not so owned, operated or controlled, which properties, facilities or operations that the Company shall use its may nonetheless obtain access to through the exercise of reasonable best efforts diligence, and such other matters as may be reasonably requested by Parent in connection with any filings, applications or approvals required or contemplated by this Agreement, the Sale Agreement or for any other reason related to obtain waivers of any such restrictions) the transactions contemplated by this Agreement or (b) waive attorney-client privilegethe Sale Agreement. Promptly after No later than seven days prior to the Agreement Closing Date, the Company shall provide furnish to Parent and Digital Canal the Parent a copy of each Company financial advisor’s fairness opinion, a summary lists and reports provided for in Section 6.7 of the analysis underlying each fairness opinion Sale Agreement. Parent shall, and a copy of shall cause its Subsidiaries, Representatives (other than Xxxx and Digital Canal) and the relevant portions of each Company financial advisor’s presentation to Lenders to, hold in confidence all documents and information concerning the Company Board related thereto. That certain letter agreement, dated April 28, 2010, furnished to it in connection with the transactions contemplated by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply this Agreement in accordance with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement, dated as of March 19, 2001, between Parent and the Company (the "Confidentiality Agreement"). The Company shall not, without prior consent of Parent, terminate or otherwise amend or waive any obligations of Xxxx or Digital Canal under that certain Confidentiality Agreement, dated March 7, 2001, between Xxxx and the Company (the "Xxxx Confidentiality Agreement"). Notwithstanding anything else contained herein, Parent and Merger Sub shall be permitted to satisfy their respective obligations to Digital Canal under Sections 6.1, 6.2, 6.3, 6.6, 6.7, 6.8 and 6.9 of the Sale Agreement without breaching this Agreement.

Access to Information. From and after the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company Parent shall (and shall cause the Surviving Corporation and each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its SubsidiariesAffiliates to), during normal business hours and upon reasonable noticeprior notice and in such a manner as will not unreasonably interfere with the conduct of the business of Parent or any of its Subsidiaries, make available and provide the Representative and each former Securityholder and their respective representatives (including, without limitation, counsel and independent auditors) with access to the propertiesfacilities and properties of the Surviving Corporation and each of its Subsidiaries and to all information, books files, documents and records of (written and computer) relating to the Company and Surviving Corporation or its Subsidiaries andor any of their businesses or operations for any and all periods prior to or including the Closing Date which they may require with respect to any claim, during dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, including such periodclaim, shalldispute, action, cause of action, investigation or proceeding which could reasonably be expected to result in a claim by a Buyer Indemnified Party for Buyer Indemnified Costs, and shall (and shall cause the Surviving Corporation and each of its Subsidiaries to) cooperate fully with the Representative, furnish promptly to such Representatives all information concerning Securityholders and their respective representatives (including, without limitation, counsel and independent auditors) in connection with the businessforegoing, properties at the Representative's, such Securityholders' or their respective representatives', sole cost and expense, including, without limitation, by making tax, accounting and financial personnel and other appropriate employees and officers of the Company Surviving Corporation and each of its Subsidiaries in each case as may reasonably available to the Representative, such Securityholders and their respective representatives (including, without limitation, counsel and independent auditors). In addition, following the Closing, the Representative, the Securityholders and their respective representatives shall be requested given the opportunity to review, comment upon and necessary suggest changes or corrections to consummate the Transactions (any Tax Returns, reports and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require declarations which include the Company or any of its Subsidiaries to disclose any information to prepared by Parent, Sub, the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company Surviving Corporation 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 DateAffiliate thereof, 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 April 28, 2010, by and between including without limitation the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries (and the Company’s Representatives (as defined work papers used in the Confidentiality Agreementpreparation thereof) which relate to or include any period or portion thereof ending on or before the Closing Date (or periods beginning prior to the Closing Date and ending subsequent thereto, if any), in each case prior to the filing thereof (but in no event less than 15 days prior to such filing). Parent and each Person who receives information pursuant to this Section 6.3 shall work together in good faith to establish a reasonable agreement relating to the confidentiality of all information provided pursuant to this Section 6.3.

Access to Information. From (a) Between the date of this Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiarieswill, during normal ordinary business hours and upon reasonable notice, (i) give Parent, Parent’s Representatives and its financing providers (including prospective providers of financing) and their respective counsel, auditors and other authorized representatives reasonable access to its assets to which Parent is not denied access by Law and to which the Company has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, only on such terms and conditions as may be imposed by such other Person); (ii) permit Parent, Parent’s Representatives and its financing providers (including prospective providers of financing) and their respective counsel, auditors and other authorized representatives to make such reasonable inspections thereof as they may reasonably request; (iii) furnish Parent, Parent’s Representatives and its financing providers (including prospective providers of financing) and their respective counsel, auditors and other authorized representatives with such financial and operating data and other information with respect to the propertiesBusiness as such Persons may from time to time reasonably request; and (iv) furnish Parent with a copy of each material report, books and records of schedule, or other document relating to the Business filed by the Company and its Subsidiaries andwith, 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 or received by 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)from, any Governmental Entity; provided, however, that nothing herein shall require (A) any investigation permitted by this Section 8.02 will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person, (B) the Company or any other Cap Rock Entity will not be required to take any action which would constitute a waiver of its Subsidiaries to disclose the attorney client privilege, and (C) the Company need not supply Parent with any information which the Company is under a contractual or other legal obligation not to supply. Notwithstanding anything in this Section 8.02(a) to the contrary, (x) Parent or the Purchaser will not have access to personnel and medical records if such disclosure wouldaccess could, in the reasonable judgment Company’s good faith judgment, subject the Company to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (y) any investigation of environmental matters by or on behalf of Parent will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Parent will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Company, (a) violate applicable Law or the provisions facilities 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Cap Rock Entity.

Access to Information. From Subject to Section 6.03, except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any of the Companies is a party or pursuant to applicable Law or Regulatory Rule, from the date of this Agreement Date until the Closing (or the earlier of the Share Acceptance Time and the termination of this AgreementAgreement pursuant to Section 10.01), upon reasonable advance notice, Parent shall cause the Companies to: (a) afford the officers, employees and authorized agents, accountants, counsel and representatives of the Purchaser (collectively, the Company shall (and shall cause each of its Subsidiaries to"Purchaser Representatives") afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticehours, to the offices, properties, personnel, other facilities and books and records of the Company Companies, (b) to use reasonable efforts to afford the Purchaser Representatives reasonable access to the employees, accountants, attorneys and its Subsidiaries and, during other consultants of the Companies who have any knowledge relating to the Companies or any of their respective businesses or operations and (c) make available to the Purchaser Representatives such period, shall, additional financial and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all operating data and other information concerning regarding the businessassets, properties and personnel goodwill of the Company and its Subsidiaries in each case Companies as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence Purchaser or other investigation any of the Company)Purchaser Representatives may from time to time reasonably request; provided, however, that nothing herein (i) the Companies shall require not be required to waive any privilege which they may possess in discharging the Company obligation pursuant to this Section 6.02, or (ii) the Purchaser and the Purchaser Representatives shall not, without the prior written consent of Parent, contact or communicate with any customer, employee, vendor or other business partner of its Subsidiaries the Companies, provided that Purchaser may engage in discussions with employees of the Companies but only in the presence of one or more of Xxxxx Xxxxxx, Xxxxxxx Xxxxx or Xxxxxxxx Xxxx. The Purchaser agrees that such investigation shall be conducted in such a manner so as to disclose not interfere unreasonably with the operations of the Companies and that any information disclosed pursuant to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or this Section 6.02 shall be subject to 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Section 6.03.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall will (and shall will cause each of its Subsidiaries to) afford to officersgive Parent, employees, its counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives full access during normal business hours to its offices, properties, books and records and will (“Representatives”and will cause each of its Subsidiaries to) of the furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations its investigation of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, 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 not be required 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 nothing herein shall require the Company or any of its Subsidiaries to disclose provide any information which it reasonably believes after consultation with legal counsel it may not provide to the Parent by reason of applicable law, rules or the Purchaser if such disclosure wouldregulations, in the reasonable judgment of the Companywhich constitutes information protected by attorney/client privilege, (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 required to obtain waivers keep confidential by reason of any such restrictions) contract, agreement or (b) waive attorney-client privilege. Promptly after understanding with third parties entered into prior to the Agreement Datedate hereof; provided, however, the Company shall provide to the gives Parent a copy of each Company financial advisor’s fairness opinion, a summary written notice of the analysis underlying each fairness opinion fact that it is withholding information pursuant to this Section 6.3. The parties will hold any information obtained pursuant to this Section 6.3 in confidence in accordance with, and a copy shall otherwise be subject to, the provisions of the relevant portions of confidentiality agreement dated December 11, 2000, between Parent and the Company, inter alia, (the "Confidentiality Agreement"), which Confidentiality Agreement shall continue in full force and effect. Parent, EGS and Merger Subsidiary each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between acknowledges that all information regarding the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder its Subsidiaries heretofore provided by the Company, its Subsidiaries and the Company’s Representatives (as defined in Company has been or will be protected pursuant to the Confidentiality Agreement)Agreement to the extent provided for therein.

Access to Information. (a) From the date of this Agreement Date until the earlier of the Share Acceptance Time time of the Closing and the termination of this AgreementAgreement pursuant to Article X, upon reasonable notice, the Company shall (and Seller shall cause each of its Subsidiaries to) afford to officers, employees, counselagents, investment bankersrepresentatives, accountants and other authorized representatives (“Representatives”) counsel, and shall cause the Company and the Subsidiaries and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours hours, under reasonable circumstances and upon reasonable noticeat mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the Company and its each Subsidiary and to those officers, employees, agents, accountants and counsel of any of the Seller, the Company or the Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly who have knowledge relating to such Representatives all information concerning the business, properties and personnel any of the Company or the Subsidiaries or their Business and its Subsidiaries (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser such additional financial and operating data and other information (to the extent in each case as may reasonably be requested the possession of the Seller or the Company or a Subsidiary) regarding the assets, properties, liabilities and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation goodwill of the Company); provided, howeverthe Subsidiaries and their Business (or legible copies thereof) as Parent and the Purchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, that nothing herein the Seller shall require the Company not be required to provide any such access or any of its Subsidiaries to disclose any such information to the Purchaser or Parent or the Purchaser any such other person if such disclosure would, in the reasonable judgment of the CompanySeller based on advice of outside counsel, (aA) violate jeopardize any attorney-client or other legal privilege or (B) create any undue risk of violating any applicable Law Law, including antitrust Laws. Notwithstanding the foregoing, the Seller shall use reasonable efforts to make reasonable and appropriate substitute disclosure 45 arrangements which would allow it to disclose to Parent and the Purchaser information of the types described in clauses (A) and (B) above without waiving any legal privilege or creating any undue risk of violating any applicable Law, as applicable. Without limitation of Section 5.01, for the avoidance of doubt, (x) nothing contained in this Agreement shall be construed to give to Parent or the provisions Purchaser, directly or indirectly, any rights to control or direct the operations of any agreement to which the Company or any of its Subsidiaries is a party Subsidiary prior to the Closing Date, and (provided that y) prior to 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 Closing Date, the Company Seller shall provide to exercise, consistent with the Parent a copy terms and conditions of each Company financial advisor’s fairness opinionthis Agreement, a summary complete control and supervision of the analysis underlying each fairness opinion and a copy operations of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreement, dated April 28, 2010, by and between the Company and the Subsidiaries. Parent and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective employees, officers, counsel, accountants, consultants, financing sources or other representatives or agents to) contact any competitor, supplier, distributor, or customer of the “Confidentiality Agreement”) shall apply Company, any Subsidiary or Nova NextGen Solutions with respect to information furnished hereunder this Agreement or any of the transactions contemplated hereby prior to the Closing without the prior written consent of the Seller and, if the Seller so elects, only in the presence of an agent or representative specified by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Seller.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice and the termination of this Agreementsubject to applicable laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees, accountants, counsel, advisors and other representatives of Purchaser, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records, and shall cooperate with Purchaser in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such Representatives 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 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) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Purchaser may reasonably be requested request. Upon reasonable notice and necessary subject to consummate the Transactions (applicable laws, Purchaser shall, and not to conduct further due diligence or other investigation of the Company); provided, however, that nothing herein shall require the Company or any cause each of its Subsidiaries to disclose any information to, afford to the Parent or the Purchaser if such disclosure wouldofficers, in the reasonable judgment employees, accountants, counsel, advisors and other representatives of the Company, (a) access, in each case solely for the purposes of verifying the representations and warranties of Purchaser in Article IV, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records. Neither Purchaser nor the Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate applicable Law or prejudice the rights of Purchaser's or the provisions Company's, as the case may be, 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 which the Company or any date of its Subsidiaries is a party (provided that the Company shall this Agreement. The parties hereto will use its reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after cooperate and make appropriate substitute disclosure arrangements under circumstances in which the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary restrictions 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. (a) From and after the Agreement Date until the earlier of the Share Acceptance Time and the termination date of this Agreement, the Company shall will (and shall cause each of its Subsidiaries toi) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the give Parent and the Purchaser Merger Sub and their respective Representatives reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access (during normal regular business hours and upon reasonable notice) to all employees, plants, offices, warehouses and other facilities and to the propertiesall books, books contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries andand cause the Company’s and its Subsidiaries’ respective Representatives to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during such period(ii) at the request of Parent, shallconsult with Parent and Merger Sub concerning, and shall keep Parent and Merger Sub reasonably apprised on a timely basis of the status of, any negotiations, material discussions and proposed resolutions or settlements (x) with any Governmental Entity with respect to any material environmental matter or (y) with the representatives of collectively bargained employees of the Company or any of its Subsidiaries, and in each case will consider in good faith suggestions made by Parent or Merger Sub concerning any of the foregoing, (iii) permit Parent and Merger Sub to make such reasonable inspections as they may require, (iv) cause each its officers and those of its Subsidiaries to, to furnish promptly Parent and Merger Sub with such financial and operating data and other information with respect to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in as Parent or Merger Sub may from time to time reasonably request and (v) furnish promptly to Parent and Merger Sub a copy of each case as may reasonably be requested report, schedule and necessary to consummate the Transactions (and not to conduct further due diligence other document filed or other investigation of the Company); provided, however, that nothing herein shall require received by the Company or any of its Subsidiaries to disclose any information during such period pursuant to the Parent or the Purchaser if such disclosure would, in the reasonable judgment requirements of the Company, (a) violate applicable Law federal 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)state securities Laws.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice, SierraWest and the termination of this Agreement, the Company BC shall (and shall cause each of its their respective Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants the other and other authorized their representatives (“Representatives”) of the Parent and the Purchaser reasonable advisors access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeduring the period prior to the Closing Date, to all the properties, books books, contracts, commitments and records of SierraWest (in the Company case of SierraWest) and its Subsidiaries of BC (in the case of BC) and, during such period, shall, each of SierraWest and BC shall (and shall cause each of its their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, furnish promptly schedule, registration statement and other document filed or received by SierraWest or BC, as the case may be, during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such Representatives party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the business, properties and personnel of SierraWest or of BC, as the Company case may be, as such other party may reasonably request. BC will hold any such information with respect to SierraWest and its Subsidiaries which is nonpublic in each case as may reasonably be requested confidence to the extent required by, and necessary to consummate in accordance with, the Transactions (and not to conduct further due diligence or other investigation provisions of the Companyletter dated October 27, 1998, between SierraWest and BC (the "Confidentiality Agreement"); provided, however, that nothing herein shall require the Company or any of . SierraWest will hold all such information with respect to BC and its Subsidiaries to disclose any which is nonpublic in confidence and will otherwise deal with such information to the Parent or the Purchaser if such disclosure wouldextent required by, and in the reasonable judgment of the Companyaccordance with, (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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement), deeming for purpose of this sentence, such information to be subject to the provision of the Confidentiality Agreement as if such provisions applied by their terms to such information of BC and its Subsidiaries, as well as to such information of SierraWest and its Subsidiaries. No investigation by either BC, on the one hand, or SierraWest, on the other hand, shall affect the representations and warranties of the other.

Access to Information. (a) From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementClosing Date, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser its Representatives bound by contractual or fiduciary obligations of confidentiality access (including for inspection and copying) at all reasonable access, in a manner not materially disruptive times to the operations of the business of the Company and its SubsidiariesRepresentatives, during normal business hours and upon reasonable notice, to the properties, books offices, plants 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 other information concerning the business, properties and personnel of each Company Group Member as Parent reasonably may request in conducting its business, accounting and legal review and investigation of the Company Group, and shall furnish Parent with such financial, operating and other data and information as Parent may reasonably request. The Company agrees to provide to Parent and its Subsidiaries Representatives copies of internal financial statements and any related work papers and supporting documentation promptly upon request. No information or knowledge obtained in each case as may reasonably any investigation pursuant to this Section 6.2 shall affect or be requested and necessary deemed to modify any representation or warranty contained herein or in any Ancillary Agreement or the conditions to the obligations of the parties to consummate the Transactions Arrangement and the other transactions contemplated hereby and thereby. In addition, the Company shall, and agrees to cause its appropriate Representatives to, execute and deliver such documents and instruments as may be reasonably requested by Parent or required by third party accountants and auditors in connection with the matters contemplated by this subparagraph (and not a), including any work papers, documents, books, record, certifications or reliance representation letters requested by the accounting firm, auditors or other Persons engaged to conduct further due diligence or other investigation an audit of the Company); provided, however, that nothing herein shall require Company Group’s financial books and records in order for Parent to properly make any required public filings with the SEC relating to the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Arrangement.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Subject to applicable law, --------------------- any third party confidentiality agreements and the termination of this Agreementagreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall (and shall cause give each of its Subsidiaries to) afford to officers, employees, Parent and Subsidiary and their counsel, investment bankersfinancial advisors, accountants auditors, and other authorized representatives (“Representatives”) of the Parent reasonable access to all employees, plants, offices, warehouses and the Purchaser reasonable access, in a manner not materially disruptive other facilities and to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, all books and records of the Company and its Subsidiaries andsubsidiaries, during including its outside auditors, shall permit each of Parent and Subsidiary and their respective counsel, financial advisors, auditors and other authorized representatives to make such period, shall, inspections as Parent or Subsidiary may reasonably require and shall cause each the Company's officers or representatives and those of its Subsidiaries to, subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such Representatives all financial and operating data and other information concerning with respect to the business, business and 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 nothing herein shall require the Company or any of its Subsidiaries subsidiaries as Parent or Subsidiary may from time to disclose time request. No investigation pursuant to this Section 6.2 shall affect any information representations or warranties of the parties herein or the conditions to the obligations of the parties hereunder. Information to which the Company shall afford Parent or access that pertains to the Purchaser if such disclosure wouldCompany's leased properties includes copies of all of the leases as well as copies of all documents, reports, studies, inspections, surveys, title reports, building occupancy and zoning permits, easements, recorded instruments and other information in the reasonable judgment Company's possession which pertain to utilities, infrastructure, zoning, environmental condition, the leases, and any other condition affecting the leased properties, and such copies are, to the knowledge of the 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 correct 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)complete.

Access to Information. From (a) Upon reasonable notice and subject to applicable Laws relating to the Agreement Date until the earlier exchange of the Share Acceptance Time and the termination of this Agreementinformation, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees and agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or affiliate retained in connection with the transactions contemplated by this Agreement (collectively as to each party, its “Representatives”) of Parent access, during normal business hours, and upon reasonable prior notice, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records, and to its officers, employees and Representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such Representatives 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 the federal or state securities Laws (provided, that any document filed by the Company on the SEC’s XXXXX filing system shall (when publicly available) be deemed to have been made available to Parent for purposes of this Section 7.1) and (ii) all other information concerning the its business, properties and personnel of as Parent may reasonably request. Neither 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 nothing herein shall require the Company or nor any of its Subsidiaries shall be required to provide access to or to disclose any information to where such access or disclosure would (x) jeopardize the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilege of, (y) contravene any Law applicable to, or (z) violate any obligation (existing on 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”date hereof) shall apply with respect to information furnished hereunder by confidentiality of, in each case, the Companyinstitution in possession or control of such information. The parties agree to collaborate to make alternative disclosure arrangements, its Subsidiaries and if appropriate, under circumstances in which the Company’s Representatives (as defined in restrictions of the Confidentiality Agreement)preceding sentence apply.

Access to Information. From Prior to the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementClosing, the Company and its Subsidiaries shall (and shall cause each of i) give Parent, its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable prior notice, to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial, Tax and operating data and other information in possession of the Company or its Subsidiaries and, during relating to the Company and its Subsidiaries as such period, shallPersons may reasonably request, and shall cause each of its Subsidiaries to(iii) instruct the employees, furnish promptly to such Representatives all information concerning the business, properties counsel and personnel financial advisors of the Company and its Subsidiaries to cooperate with Parent in each case as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other its investigation of the Company)Company and its Subsidiaries and the Business; provided, however, that nothing herein any investigation pursuant to this section shall require be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company or and its Subsidiaries. Notwithstanding anything to the contrary contained in this Merger Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose provide any information that (i) it reasonably believes it may not provide to the Parent by reason of applicable Law, rules or the Purchaser if such disclosure wouldregulations, in the reasonable judgment including certain types of the Companyinformation relating to market plans, pricing, customers and vendors, (aii) violate applicable Law constitutes information protected by attorney/client privilege, or the provisions of any agreement to which (iii) the Company or any of its Subsidiaries is a party (provided required to keep confidential by reason of contract or agreement with third parties in effect prior to the Execution Date; provided, however, that the Company shall request and use its commercially reasonable best efforts to obtain waivers obtain, but shall not be required to obtain, a waiver of any such restrictionsconfidentiality obligations upon Parent’s reasonable request. No information or knowledge obtained by Parent during the course of any investigation or review conducted pursuant to this Section 6.2(a) shall affect or (b) waive attorney-client privilege. Promptly after the Agreement Date, be deemed to modify any representation or warranty made by the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinionin this Merger Agreement or in any other Transaction Document, a summary of the analysis underlying each fairness opinion and a copy of the relevant portions of each Company financial advisor’s presentation to agreement, instrument, certificate or other document delivered by the Company Board related thereto. That certain letter agreementin connection with this Merger Agreement, dated April 28, 2010, by and between any other Transaction Document or the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)transactions contemplated hereby or thereby.

Access to Information. From Subject to the Agreement Date until restrictions imposed by the earlier of the Share Acceptance Time HSR Act, federal and the termination of this Agreementstate securities Laws and other Laws, the Company shall (and shall will provide, will cause each of its Subsidiaries to) afford and its and their respective Representatives to officersprovide, employeesand will use reasonable best efforts to cause its Significant Joint Ventures to provide Parent and Merger Sub, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) prospective purchasers of the Management Business identified by Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariestheir respective authorized Representatives, during normal business hours and upon reasonable notice, advance notice (a) such access to the offices, properties, Company Facilities, 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and its Significant Joint Ventures (so long as such access does not interfere unreasonably with the business or operations of the Company’s , its Subsidiaries, its Significant Joint Ventures or the Company Facilities) as Parent or Merger Sub reasonably may request and (b) all documents that Parent or Merger Sub reasonably may request. The foregoing notwithstanding, Parent, Merger Sub, prospective purchasers of the Management Business identified by Parent and their Representatives shall not have access to any books, records, documents and other information (as defined i) to the extent prohibited by the terms of a confidentiality agreement with a third party, (ii) to the extent that the disclosure thereof would, in the opinion of the Company's counsel, be reasonably likely to result in the loss of attorney-client privilege or (iii) to the extent required by Law. All information exchanged pursuant to this Section 7.3 shall be subject to the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business Each of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, Parent shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (i) provide the other and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and Parent, as the case may be, and its Subsidiaries and Joint Ventures and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and Parent, as the case may be, and its Subsidiaries and Joint Ventures, and (ii) furnish promptly to such Representatives all information concerning the businesspersons (x) a copy of each report, properties statement, schedule and personnel of other document filed or received by the Company and its Subsidiaries in each Parent, as the 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); providedbe, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information and Joint Ventures pursuant to the Parent requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans, and other books and records) concerning the Purchaser if such disclosure would, in the reasonable judgment business and operations of the CompanyCompany and Parent, (a) violate applicable Law or as the provisions of any agreement to which the Company case may be, and its Subsidiaries and Joint Ventures as such party or any of its Subsidiaries is a party (provided that the Company such other persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall use its reasonable best efforts to obtain waivers of affect any such restrictions) representation or (b) waive attorney-client privilege. Promptly after the warranty contained in this Agreement Date, the Company shall provide or any condition to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations of the analysis underlying each fairness opinion and a copy parties hereto. Any such information or material obtained pursuant to this Section 6.01 that constitutes "Review Material" (as such term is defined in the letter agreement dated as of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementOctober 12, dated April 28, 2010, by and 1998 between the Company and the Parent (the “"Confidentiality Agreement”")) shall apply with respect to information furnished hereunder be governed by the Company, its Subsidiaries and the Company’s Representatives (as defined in terms of the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice and the termination of this Agreementsubject to applicable laws, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Purchaser, reasonable access, during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all its properties, books, contracts, commitments, personnel and records, and, during such Representatives period, 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 period pursuant to the requirements of federal 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) all other information concerning the its business, properties and personnel as Purchaser may reasonably request and (iii) access to the necessary information (including 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 Contemplated Transactions. Upon the reasonable request of Purchaser, Company shall furnish such reasonable information about it and its business as is relevant to Company and its Subsidiaries the LBI shareholders in each case as may reasonably be requested connection with the Contemplated Transactions, including such title reports and necessary environmental reports pertaining to consummate the Transactions (and Company Real Property not previously made available to conduct further due diligence or other investigation of the Company); providedPurchaser. Neither Company nor Purchaser, however, that nothing herein shall require the Company or nor any of its their Subsidiaries shall be required to provide access to or to disclose any information to the Parent extent such access or disclosure would jeopardize the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilege of such party or its Subsidiaries (after the Agreement Date, the Company shall provide giving due consideration to the Parent a copy existence of each Company financial advisor’s fairness opinionany common interest, a summary 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 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable law, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariessubsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon with reasonable notice, notice throughout the period prior to the Effective Time to all of their respective properties, books books, contracts, commitments and records of the Company and its Subsidiaries (including, but not limited to, Tax Returns) and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to one another such Representatives all information concerning the businesstheir respective businesses, 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 Parent or other investigation of Subsidiary or the Company), as the case may be, shall reasonably request; provided, however, that nothing no investigation pursuant to this Section 8.1 shall amend or modify any representations or warranties made herein shall require or the Company or any of its Subsidiaries to disclose any information conditions to the Parent or the Purchaser if such disclosure would, in the reasonable judgment obligations of the Company, (a) violate applicable Law or respective parties to consummate the provisions of any agreement to which the Company or any of Merger. Parent and its Subsidiaries is a party (provided that the Company subsidiaries shall hold and shall use its their 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 cause the Parent a copy of each Company financial advisor’s fairness opinionRepresentatives to hold, 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 April 28, 2010, by and between the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent (the “Confidentiality Agreement”) shall apply with respect Company Representatives to hold, in strict confidence all nonpublic documents and information furnished hereunder by to Parent and Subsidiary or to the Company, its Subsidiaries as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company’s Representatives Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals and (as defined in ii) each of Parent, Subsidiary and the Confidentiality Agreement)Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. From Subject to the Agreement Date until restrictions imposed by the earlier of the Share Acceptance Time HSR Act, federal and the termination of this Agreementstate securities Laws and other Laws, the Company shall (and shall will provide, will cause each of its Subsidiaries to) afford and its and their respective Representatives to officersprovide, employeesand will use reasonable best efforts to cause its Significant Joint Ventures to provide Parent and Merger Sub, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) prospective purchasers of the Management Business identified by Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiariestheir respective authorized Representatives, during normal business hours and upon reasonable notice, advance notice (a) such access to the offices, properties, Company Facilities, 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 nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and its Significant Joint Ventures (so long as such access does not interfere unreasonably with the business or operations of the Company, its Subsidiaries, its Significant Joint Ventures or the Company Facilities) as Parent or Merger Sub reasonably may request and (b) all documents that Parent or Merger Sub reasonably may request. The foregoing notwithstanding, Parent, Merger Sub, prospective purchasers of the Management Business identified by Parent and their Representatives shall not have access to any books, records, documents and other information (i) to the extent prohibited by the terms of a confidentiality agreement with a third party, (ii) to the extent that the disclosure thereof would, in the opinion of the Company’s Representatives counsel, be reasonably likely to result in the loss of attorney-client privilege or (as defined in iii) to the extent required by Law. All information exchanged pursuant to this Section 7.3 shall be subject to the Confidentiality Agreement).

Access to Information. From the Agreement Date date hereof until the earlier of the Share Acceptance Time and the termination of this AgreementMerger Date, the Company shall and Buyer (and shall each, in such capacity, a "PROVIDING PARTY") will give (or cause each of to be given) to the other party (the "RECEIVING PARTY"), its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable full access, in a manner not materially disruptive to the operations of the during regular business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticehours, to the offices, properties, employees and consultants, books and records of the Company Providing Party, will furnish (or cause to be furnished) to the Receiving Party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Receiving Party may reasonably request and will instruct the employees, counsel and financial advisors of the Providing Party and its Subsidiaries andto cooperate with the Receiving Party in its investigation of the business of the Providing Party and its Subsidiaries; provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Providing Party to the Receiving Party hereunder. Unless otherwise required by applicable law, during such period, each party hereto agrees that it shall, and it shall cause each of its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to, furnish promptly hold, in confidence all non-public information so acquired and to use such Representatives all information concerning solely for purposes of effecting the businesstransactions contemplated by this Agreement. From the date hereof until the Merger Date, properties and personnel each Providing Party will cooperate with the efforts of the Company Receiving Party, its counsel, financial advisors, auditors and its Subsidiaries in each case as may reasonably other authorized representatives to have reasonable access to the Providing Party's customers and suppliers. The information obtained pursuant to this Section shall be requested and necessary subject to consummate the Transactions (and not to conduct further due diligence any confidentiality agreements or other investigation of confidentiality obligations currently binding upon the Company); provided, however, that nothing herein shall require the Company Providing Party or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (Subsidiaries; provided that the Company Providing Party shall use its commercially reasonable best efforts to obtain any waivers of any under such restrictions) agreements or (b) waive attorney-client privilege. Promptly after obligations to permit the Agreement Date, the Company shall provide Providing Party 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply comply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)obligations hereunder.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time (a) Upon reasonable notice, and the termination of this Agreementsubject to applicable Law, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent, its Affiliates and its officers, agents, control persons, employees, counselconsultants, investment bankersprofessional advisers (including attorneys, accountants and other authorized representatives financial advisors) and Financing Parties (“Representatives”) reasonable access during normal business hours, under supervision (which, at the Company’s discretion, may be direct supervision) of a designated employee or other Representative of the Parent Company, and the Purchaser upon reasonable access, in a manner not materially disruptive prior notice to the operations Company during the period prior to the Effective Time, to all of the business of the Company its and its Subsidiaries, during normal business hours and upon reasonable notice, to the ’ properties, books books, Contracts, commitments, records, officers and records of the Company and its Subsidiaries employees and, during such periodperiod as Parent may from time to time reasonably request, shall, and during such period the Company shall (and shall cause each of its Subsidiaries to, ) furnish promptly to such Representatives Parent all other information concerning the businessit, its Subsidiaries and each of their respective businesses, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary request, including with respect to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)’s compliance program; provided, however, that nothing herein the Company may restrict the foregoing access and the disclosure of information to the extent that, in the good faith judgment of the Company, (i) any Law applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties, (iv) disclosure of any such information or document could result in the loss of attorney-client privilege (provided, that the Company and/or its counsel shall require use their reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of attorney client privilege) or (v) such access would unreasonably disrupt the operations of the Company or any of its Subsidiaries Subsidiaries; provided, however, that with respect to disclose any information to the Parent or the Purchaser if such disclosure wouldclauses (i) through (iv) of this Section 8.07(a), in the reasonable judgment of the 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 commercially reasonable best efforts to (A) obtain waivers the required consent of any such restrictions) third party to provide such access or disclosure or (bB) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide develop an alternative to the providing such information so as to address such matters that is reasonably acceptable to 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this AgreementUpon reasonable notice, the Company Aquarion shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, investment bankers, accountants financial advisors and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticehours, during the period prior to the Effective Time, to the all its facilities, operations, officers, employees, agents and accountants and its properties, books books, contracts, commitments and records of the Company and its Subsidiaries and, during such period, shall, Aquarion shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Parent (or in the case of the documents referred to in clause (a)(ii) below, make available to any representatives of Parent situated at Aquarion's facility in accordance with Section 4.4(b)) (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such Representatives period pursuant to the requirements of Federal or state securities Laws, as applicable; and (ii) each report, schedule, statement and other document filed with any other Governmental Entity (other than, in the case of clause (i) or (ii), documents which such party is not permitted to disclose under applicable Law or Orders), and (b) consistent with its legal obligations, all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require Aquarion may restrict the Company foregoing access to the extent that (i) a Governmental Entity requires Aquarion or any of its Subsidiaries to disclose restrict access to any properties or information reasonably related to any such contract on the basis of applicable Laws or Orders with respect to national security matters or (ii) any Law or Order of any Governmental Entity applicable to Aquarion requires Aquarion or its Subsidiaries to restrict access to any properties or information. Parent will hold any information provided under this Section 5.2 or Sections 4.3 or 4.4 that is non-public in confidence to the Parent or the Purchaser if such disclosure wouldextent required by, and in the reasonable judgment of the Companyaccordance with, (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 Dateletter dated March 19, 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 1999 between Aquarion 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 April 28, 2010, by and between the Company and the Parent (the “"Confidentiality Agreement”) "). Any investigation by Parent shall apply with respect to information furnished hereunder by not affect the Company, its Subsidiaries representations and the Company’s Representatives (as defined in the Confidentiality Agreement)warranties of Aquarion.

Access to Information. (a) Access to Information Prior to Closing. From the date of this Agreement Date until the earlier of the Share Acceptance Time Closing Date, Seller will (1) give, and will cause each Acquired Company and the termination of this AgreementSubsidiary to give, the Company shall (Buyer and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors and other authorized representatives representatives, reasonable access to the books, records and properties of each Acquired Company and Subsidiary, (“Representatives”2) furnish, and will cause each Acquired Company and the Subsidiary to furnish, to Buyer and its counsel, financial advisors, auditors and other authorized representatives, such financial and operating data and other information relating to the Acquired Companies and the Subsidiary as such Persons may reasonably request and (3) instruct the employees, counsel and financial advisors of Seller, the Acquired Companies and the Subsidiary to cooperate with Buyer in its investigation of the Parent Acquired Companies and the Purchaser reasonable access, Subsidiary and to provide such information and assistance as Buyer or its representatives may reasonably request to assist with its financing for the transactions contemplated hereby. Any investigation pursuant to this Section 5.02 shall be conducted in such a manner as not materially disruptive to interfere unreasonably with the operations conduct of the business of the Company and its Subsidiaries, 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 nothing herein shall require the Company Seller or any of its Subsidiaries to disclose any information to Affiliates, the Parent Acquired Companies or the Purchaser if such Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information the disclosure would, of which in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company Seller’s good faith opinion could subject Seller 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 DateAffiliates, the Company shall provide Acquired Companies or the Subsidiary to the Parent a copy risk 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)liability.

Access to Information. From (A) During the Agreement Date until period from the earlier of date hereof to the Share Acceptance Time and the termination of this AgreementEffective Time, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankersshall authorize and permit Parent and its representatives, accountants and other authorized representatives (“Representatives”) counsel to have full and complete access to all of the Parent properties, books, records, operating reports, audit reports, customer accounts and records, any reports of Governmental Entities and responses thereto, operating instructions and procedures (and all correspondence with Governmental Entities), Tax Returns, Tax settlement letters, financial statements and other financial information (including the Purchaser reasonable accesswork papers, in a manner not materially disruptive information pertaining to passed adjustments and other information supporting such work papers used to audit the financial statements) and all other information with respect to the operations of the business business, affairs, financial condition, assets and liabilities of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeas Parent may from time to time request, to make copies of such books, records and other documents and to discuss the propertiesbusiness affairs, books condition (financial and records otherwise), assets and liabilities of the Company and its Subsidiaries andSubsidiaries, during with such periodthird persons, shallincluding, without limitation, their directors, officers, employees, agents, accountants, attorneys, customers and shall cause each creditors, as Parent considers necessary or appropriate for the purposes of its Subsidiaries tofamiliarizing itself with the assets, furnish promptly to such Representatives all information concerning the businessliabilities, properties Mortgage Loans and personnel business and operations 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 Subsidiaries, determining compliance with any of the Company); providedrepresentations, howeverwarranties and covenants of the Company set forth herein, that nothing herein and obtaining any necessary orders, consents or approvals of the transactions contemplated by this Agreement. In connection with such examination and access, Parent agrees to observe any confidentiality agreements known to it between the Company or its Subsidiaries and third parties related to such information. Parent shall require also be authorized and permitted to meet with the employees of the Company or any of its Subsidiaries to disclose any Subsidiaries. The information to and access contemplated by this Section 7.2(a) shall be provided during normal business hours, upon reasonable written or oral notice and in such manner as will not unreasonably interfere with the Parent or the Purchaser if such disclosure would, in the reasonable judgment conduct of the Company, (a) violate applicable Law 's 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Subsidiaries' businesses.

Access to Information. From (a) Upon reasonable notice and subject to applicable Law relating to the Agreement Date until exchange of information, the earlier of the Share Acceptance Time and the termination of this AgreementContributors will cause CBD Investor, the Company shall (and shall cause each of its the Company Subsidiaries to: (i) afford to the officers, employees, accountants, counsel, investment bankersfinancing sources, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser Local Insight, reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable noticeduring the period prior to the Closing, to the all its properties, books books, contracts, commitments and records of and (ii) make available to Local Insight (A) CBD Investor’s, the Company’s and the Company Subsidiary’s management personnel and its Subsidiaries and, during such period, shallaccountants, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives (B) all other information concerning the its business, properties and personnel of the Company and its Subsidiaries in each case as Local Insight may reasonably be requested request. In addition, the Contributors will make available to Local Insight a copy of each report, schedule and necessary to consummate other document filed or received by the Transactions (and not to conduct further due diligence or other investigation of the Company); providedContributors, howeverCBD Investor, that nothing herein shall require the Company or any Company Subsidiaries during such period pursuant to the requirements of federal or state Laws applicable to such Person (other than reports or documents that such Person is not permitted to disclose under applicable Law). Notwithstanding the foregoing, neither CBD Investor, the Company nor any of its Subsidiaries will be required to provide access to or to disclose any information to the Parent where such access or the Purchaser if such disclosure wouldwould jeopardize, in the disclosing party’s reasonable judgment judgment, the attorney-client privilege of CBD Investor, the Company or its Subsidiaries or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business. Notwithstanding anything to the contrary contained herein, without the consent of the Company, (a) violate applicable Law Local Insight and its Subsidiaries shall not, prior to the Closing, contact any suppliers to, or the provisions of any agreement to which customers of, 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Subsidiaries.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time The Company will afford Parent and the termination of this AgreementParent’s accountants, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants counsel and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, access during normal business hours and upon reasonable noticenotice to its and its Subsidiaries’ properties, books, records and personnel during the period prior 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 Effective Time to such Representatives obtain all information concerning the their respective business, properties properties, results of operations and personnel for purposes of the Company and its Subsidiaries in each case this Agreement, as Parent may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation of the Company)request; provided, however, that nothing herein shall require the Company may restrict the foregoing access to the extent that (i) any Legal Requirement, treaty, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries requires the Company or its Subsidiaries to disclose restrict or prohibit access to any information to the Parent such properties or the Purchaser if information, or (ii) such disclosure would, access would (A) be in the reasonable judgment of the Company, (a) violate applicable Law or the provisions breach of any agreement to confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is a party (bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be the Company shall use its reasonable best efforts breach of an obligation or commitment to obtain waivers a third party, or (B) result in a waiver 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder legal privilege enjoyed by the Company. With respect to the exchange of competitively sensitive information, its Subsidiaries including strategic and marketing plans, pricing material and customer specific data, outside antitrust counsel will be consulted prior to the exchange of such information, and such information shall not be exchanged to the extent such counsel advises against such exchange. In addition, any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 5.3(b) shall be subject to the Confidentiality Agreement. Any access to any of the Company’s Representatives (as defined in offices shall be subject to the Confidentiality Agreement)Company’s reasonable security measures, the requirements of the applicable Lease and insurance requirements and shall not include the right to perform any “invasive” testing.

Access to Information. From Upon reasonable notice and subject to restrictions contained in confidentiality agreements to which the Agreement Date until Company is subject and subject to the earlier terms of the Share Acceptance Time Confidentiality Agreement, dated March 12, 1998, between the Company and Parent, as the termination of this same may be amended, supplemented or modified (the "Confidentiality Agreement"), the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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, afford to Parent and to the officers, employees, accountants, counsel and other representatives of Parent all reasonable access, during normal business hours during the period prior to the Effective Time, to all their respective personnel, properties, books, contracts, commitments 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 report, schedule, registration statement and other document filed or received by it during such Representatives period pursuant to the requirements of the Federal or state securities laws or the Federal tax laws and (b) all other information concerning the its business, properties and personnel as Parent may reasonably request, provided, that until the earlier of the Company and its Subsidiaries in each case Effective Time or such time as may reasonably be requested and necessary to consummate the Transactions (and not to conduct further due diligence or other investigation Parent's designees shall constitute a majority of the Company); provided, however, that nothing herein shall require the Company or any Board of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment Directors of the Company, none of the foregoing persons shall have access to the respective properties, books, contracts, commitments and records of the Company or its Subsidiaries with respect to (ai) violate pricing or pricing strategy or (ii) Intellectual Property Rights, except that the independent person who reviewed the Company's patent applications on behalf of Parent during the due diligence process conducted in connection with the negotiation of this Agreement shall be permitted to review the Company's Intellectual Property Rights other than access to germplasm pedigree and basic research, and in any event, subject to confidentiality and disclosure limitations comparable to those previously applicable Law to such independent person's review of patent applications, and any representative of Parent shall be entitled to review material relating to the Company's Intellectual Property Rights that is otherwise publicly available. Notwithstanding anything to the contrary in this Agreement or the provisions of any other agreement to which the Company or any and Parent are a party, the Confidentiality Agreement shall terminate and be 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 no further force and effect from and after the Agreement Date, date upon which 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)Offer is consummated.

Access to Information. From (a) Prior to the Agreement Date until the earlier of the Share Acceptance Time Effective Time, upon reasonable notice and the termination of this Agreementsubject to applicable Laws, the Company shall (and shall cause including those applicable to confidential supervisory information, each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, 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 their respective Subsidiaries to, furnish promptly afford to the officers, employees, accountants, counsel, consultants, advisors and other Representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, databases, and records, including providing reasonable access to a mutually agreed upon information security assessment (the scope of which shall be reasonably satisfactory to Parent and Parent Bank) conducted by the Company or a third party consultant (and to the extent any issues are identified by such Representatives assessment, the parties shall cooperate to develop a mutually acceptable remediation plan), 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 (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party), and, during such period, each of Parent and the Company shall, and shall cause its 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 period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that Parent or the Company, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning the its business, properties and personnel of as such party may reasonably request. Each party shall use commercially reasonable efforts to minimize any interference with the other party’s regular business operations during any such access. Neither Parent nor the Company and its nor any of their respective Subsidiaries in each case as may reasonably shall be requested and necessary required to consummate provide access to or to disclose information where such access or disclosure would violate or prejudice the Transactions (and not to conduct further due diligence rights of Parent’s or other investigation of the Company); provided’s, howeveras the case may be, that nothing herein shall require customers, jeopardize the Company or any of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure would, in the reasonable judgment of the 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 privilege of the institution in possession or control of such information (after the Agreement Date, the Company shall provide giving due consideration to the Parent a copy existence of each Company financial advisor’s fairness opinionany common interest, a summary joint defense or similar agreement between the parties), involve any environmental sampling or invasive testing, or contravene any Law, 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 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. From the Agreement Date until the earlier of the Share Acceptance Time and the termination of this Agreement(a) Subject to applicable Law, the Company shall (will provide and shall will cause each of its Subsidiaries to) afford and its and their respective Representatives to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the provide Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company Merger Sub and its Subsidiariestheir respective authorized Representatives and financing sources, during normal business hours and upon reasonable notice, advance notice (i) such access to the offices, facilities, properties, books and records (including information relating to Taxes) of the Company and its such Subsidiaries and, during (so long as such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to such Representatives all information concerning access does not unreasonably interfere with the business, properties and personnel operations of the Company or its Subsidiaries) as Parent or Merger Sub or their financing sources reasonably may request, including access to personnel and its Subsidiaries properties to enable the performance of environmental assessments with respect to the Company Properties, including access to personnel and properties to enable the preparation of engineering studies, environmental assessments, and such other reports and analyses as are customary in each case as may reasonably be requested and necessary commercial real estate financings (ii) all information made available prior to consummate the Transactions execution of this Agreement, including, without limitation, all information in data rooms, electronic data rooms or similar locations (and not subject to conduct further due diligence or other investigation the execution of the Companyappropriate confidentiality agreements); , provided, however, that nothing herein the preparation and receipt of such studies, reports and investigations shall require not be a condition to Closing, and (iii) all documents that Merger Sub reasonably may request. Notwithstanding the Company or foregoing, Parent, Merger Sub and their respective Representatives and financing sources shall not have access to any books, records and other information the disclosure of its Subsidiaries to disclose any information to the Parent or the Purchaser if such disclosure which would, in the reasonable judgment Company’s good faith opinion after consultation with legal counsel, result in the loss of the Companyattorney-client privilege with respect to such books, (a) violate applicable records and other information, or contravene any Law or the provisions of any agreement Contract to which the Company or any of its Subsidiaries is a party (provided that the Company shall party. The parties will use its their reasonable best efforts to obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after make appropriate substitute arrangements under circumstances in which the Agreement Date, the Company shall provide to the Parent a copy of each Company financial advisor’s fairness opinion, a summary restrictions 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement)preceding sentence apply.

Access to Information. (a) From and after the Agreement Date until the earlier of the Share Acceptance Time and the termination date of this Agreement, subject to the requirements of applicable Law, the Company shall will (i) give Parent and shall cause each of its Subsidiaries to) afford to Merger Sub and their authorized officers, employees, counselaccountants, investment bankers, accountants counsel and other authorized representatives reasonable access (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal regular business hours and upon reasonable notice) to such employees, plants, offices, warehouses and other facilities at reasonable times and to the propertiessuch books, books contracts, commitments and records (including Tax Returns) of the Company and its Subsidiaries andas Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall, (iii) furnish Parent and shall cause each of its Subsidiaries to, furnish promptly Merger Sub with such financial and operating data and other information with respect to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request, (iv) furnish promptly to Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any Subsidiary of the Company during such period pursuant to the requirements of the federal or state securities Laws, and (v) use its reasonable best efforts to assist Parent in each case obtaining reasonable physical access to the Manufacturing Facilities in order for Parent to make such inspections as it may reasonably request. Notwithstanding the foregoing, the Company shall not be requested and necessary obligated to consummate the Transactions (and not to conduct further due diligence provide such access, inspections, data or other investigation of information to the Company)extent that, to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person; provided, however, that nothing herein shall require in the case of clause (A) and (B), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or any other information and take such other action (such as the redaction of its Subsidiaries 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 disclose any outside counsel to avoid the loss of attorney-client privilege) as is necessary to provide such access, inspections, data or other information to the Parent or the Purchaser if such disclosure wouldand Merger Sub in compliance with applicable Law, in the reasonable judgment of the 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 and otherwise 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 Dateinstitute appropriate substitute disclosure arrangements, 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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined extent practicable in the Confidentiality Agreement)circumstances.

Access to Information. From the Agreement Date date hereof until the Effective Time or earlier of the Share Acceptance Time and the termination of this Agreement, the Company shall (and shall cause each of will, upon reasonable notice, give the Parent, its Subsidiaries to) afford to officers, employees, counsel, investment bankersfinancial advisors, accountants auditors, and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive access during regular business hours to the operations of the business offices, properties, books, and records of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, will furnish to the propertiesParent, books its counsel, financial advisors, auditors, and records other authorized representatives such financial and operating data and other information as such Persons may reasonably request, for the purpose of evaluating changes in the financial condition, results of operations, or business of the Company and its Subsidiaries and, during such period, shallafter the date of this Agreement, and shall cause each will instruct the Company's employees, counsel, and financial advisors to cooperate with the Parent in its evaluation. If, after the date of its Subsidiaries this Agreement, (i) the Parent becomes aware of information not disclosed to, furnish promptly or otherwise in the possession of, the Parent or its representatives prior to the execution and delivery of this Agreement, and (ii) on the basis of such Representatives all information concerning information, the business, properties and personnel Parent reasonably concludes that conditions at any 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 Real Property currently owned or other investigation of the Company); provided, however, that nothing herein shall require leased by the Company or any of its Subsidiaries might give rise to disclose any information to the Parent a material remedial obligation or the Purchaser if such disclosure would, in the reasonable judgment other material liability of the 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 under any such restrictions) or (b) waive attorney-client privilege. Promptly after the Agreement DateEnvironmental Laws, the Company shall provide to will also, upon reasonable notice, give the Parent a copy and its authorized representatives reasonable access during regular business hours to such Company Real Property for the purpose of each Company financial advisor’s fairness opiniontaking surface wipes, a summary making measurements, or conducting other non-invasive measurement procedures to determine whether any such conditions or liability exists and, if so, to determine the extent thereof. All information provided to, or obtained by, the Parent or Merger Sub in connection with the transactions contemplated hereby will be "Evaluation Material" for purposes 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 confidentiality agreement, dated April 28June 6, 20101997, by and between the Company Parent and the Parent Company (the “"Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreement").

Access to Information. From the Agreement Date until the earlier Each of the Share Acceptance Time Company, HoldCo and the termination of this Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, ScottishPower shall, and shall cause each of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (i) provide the other parties and their respective Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company, HoldCo and ScottishPower, as the case may be, and their respective Subsidiaries and Joint Ventures and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company, HoldCo and ScottishPower, as the case may be, and its Subsidiaries and Joint Ventures, and (ii) furnish promptly to such Representatives all information concerning the businesspersons (x) a copy of each report, properties statement, schedule 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 other document filed or other investigation of received by the Company); provided, howeverHoldCo and ScottishPower, that nothing herein shall require as the Company case may be, or any of its their respective Subsidiaries to disclose any information and Joint Ventures pursuant to the Parent requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans, and other books and records) concerning the Purchaser if such disclosure would, in the reasonable judgment business and operations of the Company, (a) violate applicable Law or HoldCo and ScottishPower, as the provisions of case may be, and its Subsidiaries and Joint Ventures as any agreement to which the Company such party or any of its Subsidiaries is a party (provided that the Company such other persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall use its reasonable best efforts to obtain waivers of affect any such restrictions) representation or (b) waive attorney-client privilege. Promptly after the warranty contained in this Agreement Date, the Company shall provide or any condition to the Parent a copy of each Company financial advisor’s fairness opinion, a summary obligations of the analysis underlying each fairness opinion and a copy parties hereto. Any such information or material obtained pursuant to this Section 6.01 that constitutes "Review Material" (as such term is defined in the letter agreement dated as of the relevant portions of each Company financial advisor’s presentation to the Company Board related thereto. That certain letter agreementOctober 12, dated April 28, 2010, by and 1998 between the Company and the Parent ScottishPower (the “"Confidentiality Agreement”")) shall apply with respect to information furnished hereunder be governed by the Company, its Subsidiaries and the Company’s Representatives (as defined in terms of the Confidentiality Agreement).

Access to Information. From Between the date of this Agreement Date until and the earlier Closing Date, subject to Ideation’s undertaking to use its commercially reasonable efforts to keep confidential and protect the Trade Secrets of the Share Acceptance Time and the termination of this AgreementGroup Companies against any disclosure, the Company shall SM Parties (not including the Designated Agent in his or her capacity as such) will permit Ideation and shall cause each of its Subsidiaries to) afford Representatives reasonable access to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) all of the Parent and the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable notice, to the properties, books and records of the Company Group Companies which the Group Companies determine are reasonably necessary for the preparation 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 amendment of the Company Proxy Statement/Prospectus and its Subsidiaries such other filings or submissions in each case accordance with SEC rules and regulations as may reasonably be requested and are necessary to consummate the Transactions (and not as are necessary to conduct further due diligence or other investigation respond to requests of the Company)SEC’s staff, Ideation’s accountants and relevant Governmental Authorities, notwithstanding anything to the contrary contained herein, the failure to use commercially reasonable efforts to protect against any disclosure of any Trade Secrets of the Group Companies by any Ideation or its Representatives in violation of this Section that results in, or could reasonably be expected to result in, material harm to the Group Companies, taken as a whole, shall constitute a breach of a covenant in a material respect pursuant to Section 15.1(c) hereof; provided, however, that nothing herein shall require the Company A-32 Table of Contents Ideation Parties may make a disclosure otherwise prohibited by this Section 10.1 if required by applicable Legal Requirements 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 Ideation Parties. In the event that any Ideation Party or any of its Subsidiaries Representatives is requested or required to disclose any information to Trade Secrets of the Parent or the Purchaser if such disclosure would, Group Companies as provided in the reasonable judgment of proviso in the Companyimmediately preceding sentence, (a) violate applicable Law or such Ideation Party shall provide 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 SM Entities with prompt written notice of any such restrictions) request or requirement so that the SM Entities may seek a protective order or other appropriate remedy (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 April 28, 2010, by and between the Company and the Parent (the “Confidentiality Agreement”) shall apply with respect to information furnished hereunder by the Company, its Subsidiaries and the Company’s Representatives (as defined in the Confidentiality Agreementat their sole expense).