Common use of Access to Information Clause in Contracts

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

Access to Information. Between The Company shall, and shall --------------------- cause each of its Subsidiaries to, afford to Parent, and to Parent's accountants, counsel, financial advisors and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours during the period from the date of this Agreement and the earlier of through the Effective Time or to all their respective properties, books, contracts, commitments and records (including the termination availability of this Agreementan office at the Company's corporate headquarters where Parent's representatives may work on a day-to-day basis) and, upon reasonable notice during such period, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, furnish promptly to Parent (ai) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents document filed by it during such period pursuant to the requirements of federal or state laws and representatives (collectively, the "Parent Representatives"ii) full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning its business, properties and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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, provided that no investigation pursuant to this Section 5.3 shall 7.2 or otherwise will affect or be deemed to modify any representation or warranty of the representations and warranties made by the Company hereinin this Agreement. Materials furnished In no event shall the Company be requested to Parent pursuant supply to this Section 5.3 may be used by Parent for strategic and integration planning purposes Parent, or to Parent's accountants, counsel, financial advisors or other representatives, any information relating to accomplishing indications of interest from, or discussions with, any other potential acquirors of the transactions contemplated herebyCompany 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 affiliates, associates and representatives to hold, any nonpublic information in confidence until such time as such information otherwise becomes publicly available and shall use its reasonable best efforts to ensure that such affiliates, associates and representatives do not disclose such information to others without the prior written consent of the Company. In the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all nonpublic documents so obtained from the Company or any of its Subsidiaries and any copies made of such documents for Parent.

Access to Information. Between (a) Upon reasonable notice and subject to applicable Laws, the date Company shall, and shall cause each of this Agreement its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Parent, reasonable access, during normal business hours during the earlier of period prior to the Effective Time or the termination of this AgreementAgreement in accordance with its terms, upon reasonable notice to all its properties, books, contracts, commitments, personnel and records, and, during such period, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, make available to Parent (ai) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents and representatives document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (collectivelyother than reports or documents that the Company is not permitted to disclose under applicable Law), the "Parent Representatives"(ii) full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information concerning 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 the business and Assets and Properties and Taxes 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 each Company Subsidiary its business as Parent and the Parent Representatives from time is reasonably relevant to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary its shareholders in connection with the Company's prior written consentMerger, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent the Bank Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent's Representatives , nor any of their respective Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebypreceding two weeks.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable notice, upon reasonable notice the Company shall, and shall cause each the Company Subsidiary Subsidiaries to, (a) give Parent and its afford to the officers, directors, employees, accountants, actuaries, counsel, financing sources investment bankers, financial advisors and other agents and representatives of Parent (collectively, the "Parent Representatives") full access reasonable access, during normal business hours throughout the period prior to the Effective Time, to all of its buildingsproperties, officesbooks, and other facilities and to all of its Books and Recordscontracts, 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 Parent and the Parent Representatives such financialcommitments, operating, technical, actuarial and cost data records and other information with respect (including, but not limited to, Tax Returns) and, during such period, each of the parties hereto shall, and shall cause its Subsidiaries to, furnish promptly to the business other party access to each significant report, schedule and Assets 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 public utility commission of any State, the Nuclear Regulatory Commission, the Department of Labor, the Immigration and Properties Naturalization Service, the Environmental Protection Agency (state, local and Taxes 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 each shall cause the Company Subsidiary as Subsidiaries to, furnish promptly to Parent and Merger Sub access to all information concerning the Parent Representatives from time to time may requestCompany, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company Subsidiaries, directors, officers and each shareholders, properties, facilities or 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 Subsidiary 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 prior written consent) to, which consent shall not be unreasonably withheld or delayed; hold in strict confidence all documents and (e) assist and cooperate information concerning the Company furnished to it in connection with Parent and the Parent's Representatives transactions contemplated by this Agreement in accordance with the development Confidentiality Agreement, dated as of integration plans for implementation by Parent October 1, 1999, between Xxxxx X. Xxxxx and the Company following (the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby"Confidentiality Agreement").

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the 7.1.1 The Company shall, shall and shall cause each the Company Subsidiary to, (a) give Parent Subsidiaries to afford to Compass and its officers, employees, accountants, actuaries, counsel, financing sources financial advisors and other agents representatives, including, without limitation, Xxxxxxxxxx Securities, Inc. and Xxxxxx Brothers, as representatives (collectively, the "Parent Representatives") of the underwriters engaged in connection with the IPO (the "Underwriters") and counsel for the Underwriters (collectively, the "Compass Representatives"), and to the other Founding Companies and their accountants, counsel, financial advisors and other representatives, and Compass shall afford to the Stockholders and the Company and their accountants, counsel, financial advisors and other representatives (collectively, the "Company Representatives") full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. Compass shall hold and shall use its buildings, officesreasonable best efforts to cause the Compass Representatives to hold, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 Stockholders and the Company following shall hold and shall use their reasonable best efforts to cause the Effective Time; providedCompany Representatives to hold, howeverin 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 no investigation pursuant 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 other party. In addition, Compass will cause each of the other Founding Companies and their stockholders to enter into a provision similar to this Section 5.3 shall affect or be deemed 7.1 ----------- requiring each such Founding Company to modify keep confidential and to use their reasonable best efforts to cause their respective accountants, counsel, financial advisors and other representatives to keep confidential any representation or warranty made information obtained by the such Founding Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing in connection with the transactions contemplated herebyby this Agreement or any of the Other Agreements.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its officers, employees, subsidiaries shall afford to the Company and its accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other facilities 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 to all of its Books and Records, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company or Subsidiary with or the Company's prior written consent, which consent as the case may be, shall not be unreasonably withheld or delayedreasonably request; 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, provided that no investigation pursuant to this Section 5.3 7.1 shall affect amend or be deemed to modify any representation representations or warranty warranties made by 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 herein. Materials and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent pursuant and Subsidiary or to this Section 5.3 the Company, as the case may be used by Parent for strategic and integration planning purposes relating to accomplishing be, in connection with the transactions contemplated herebyby this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. Between From the date of this Agreement and Date until the earlier of the Effective Share Acceptance Time or 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 notice, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall, and shall cause each Company Subsidiary of its Subsidiaries to, (a) give Parent furnish promptly to such Representatives all information concerning the business, properties 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes personnel of the Company and its Subsidiaries in each Company Subsidiary case as Parent may reasonably be requested and necessary to consummate the Parent Representatives from time Transactions (and not to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and conduct further due diligence or other personnel and Affiliates investigation 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 no investigation pursuant nothing herein shall require the Company or any of its Subsidiaries to this Section 5.3 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 affect use its reasonable best efforts to obtain waivers of any such restrictions) or be deemed (b) waive attorney-client privilege. Promptly after the Agreement Date, the Company shall provide to modify any representation or warranty made 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 herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic Company, its Subsidiaries and integration planning purposes relating to accomplishing the transactions contemplated herebyCompany’s Representatives (as defined in the Confidentiality Agreement).

Access to Information. Between (a) From and after the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice subject to the requirements of applicable Law, the Company shall, and shall cause each Company Subsidiary to, will (ai) give Parent and its Merger Sub and their authorized officers, employees, accountants, actuariesinvestment bankers, counsel, financing sources counsel and other agents and representatives reasonable access (collectively, the "Parent Representatives") full access during normal regular business hours upon reasonable notice) to all of its buildingssuch employees, plants, offices, warehouses and other facilities at reasonable times and to all such books, contracts, commitments and records (including Tax Returns) of its Books the Company as Parent may reasonably request and Recordsinstruct 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, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives Merger Sub to make such inspections during normal business hours as they may reasonably require; , (ciii) cause its officers to furnish Parent and the Parent Representatives Merger Sub with such financial, operating, technical, actuarial financial and cost operating data and other information with respect to the business business, properties and Assets and Properties and Taxes personnel of the Company and each Company Subsidiary as Parent and the Parent Representatives or Merger Sub may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (div) allow furnish promptly to Parent and the Parent Representatives the opportunity to interview during normal business hours such officersMerger Sub a copy of each report, employees, accountants, actuaries, counsel schedule and other personnel and Affiliates 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 reasonable best efforts to assist Parent in 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 and each Company Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld obligated to provide such access, inspections, data or delayed; and other information to the extent that to do so (eA) 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 Timecould 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by in the case of clause (A) and (B), the Company herein. Materials furnished shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent pursuant and Merger Sub in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating institute appropriate substitute disclosure arrangements, to accomplishing the transactions contemplated herebyextent practicable in the circumstances.

Access to Information. Between (a) Subject to the date of this Confidentiality Agreement and the earlier of the Effective Time or the termination of this Agreementapplicable Law, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (ai) give Parent and its officers, Merger Sub and their Representatives reasonable access (during regular business hours upon reasonable notice) to such 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 buildingsplants, offices, warehouses and other facilities at reasonable times and to all such books, contracts, commitments and records (including Tax Returns) of the Company and its Books Subsidiaries as Parent may reasonably request and Recordsinstruct 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, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives Merger Sub to make such inspections during normal business hours as they may reasonably require; , (ciii) cause its officers and those of its Subsidiaries to furnish Parent and the Parent Representatives Merger Sub with such financial, operating, technical, actuarial financial and cost operating data and other information with respect to the business business, properties, litigation matters, personnel and Assets and Properties and Taxes environmental compliance of the Company and each Company Subsidiary its Subsidiaries as Parent and the Parent Representatives or Merger Sub may from time to time may requestreasonably request (including any final revenue summary and final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers), including without limitation financial statements, schedules and work papers; (div) allow furnish promptly to Parent and the Parent Representatives the opportunity to interview during normal business hours such officersMerger Sub a copy of each report, employees, accountants, actuaries, counsel schedule and other personnel document filed or received by the Company or any of its Subsidiaries during such period pursuant to 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 Affiliates 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 each (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 Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld obligated to provide such access, inspections, data or delayed; and other information to the extent that to do so (ex) assist and cooperate with Parent and the Parent's Representatives in the development may cause a waiver of integration plans for implementation by Parent and the Company following the Effective Timean attorney-client privilege, loss of attorney work product protection or loss or waiver of any other legal privilege, or (y) would violate a confidentiality or other contractual obligation to any Person; provided, however, that no investigation the Company shall use its reasonable best efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law. In addition, the Company and its officers and employees shall 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 5.3 5.03(a) shall affect or be deemed to modify any representation or warranty made by contained herein, the Company herein. Materials furnished covenants or agreements of the parties hereto or the conditions to Parent pursuant to the obligations of the parties hereto under this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAgreement.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable notice, upon reasonable notice the Company each party shall, and shall cause each Company Subsidiary its subsidiaries to, (a) give Parent and its afford to the officers, directors, employees, accountants, actuaries, counsel, financing sources investment banker, financial advisor and other agents and representatives of the other (collectively, the "Parent RepresentativesREPRESENTATIVES") full access reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of its buildingsproperties, officesoperating 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 attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to the other facilities (a) access to each reasonably available report, schedule and to all other document filed or received by it or any of its Books subsidiaries pursuant to the requirements of federal or state securities laws or filed with the SEC, the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or any other federal or any state regulatory agency or commission, and Records, whether located on its premises or at another location; (b) permit Parent all 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. All documents and information furnished pursuant to this SECTION 4.10 shall be subject to the Confidentiality Agreement, dated October 6, 2000, between J Net and the Parent Representatives 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 make whom such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives request is made in complying with such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules any cost of reproducing and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify delivering any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyrequired information.

Access to Information. Between During the date of this Agreement and Pre-Closing Period, the earlier of the Effective Time or the termination of this AgreementDebtors agree to, upon reasonable notice request keep the Company 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, Backstop Parties reasonably informed about the "Parent Representatives") full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes operations of the Company and each Company Subsidiary as Parent its direct and indirect subsidiaries, and, subject to applicable non-disclosure agreements and the Parent Representatives from time terms thereof, use commercially reasonable efforts to time may requestprovide the Backstop Parties any information reasonably requested regarding the Company or any of its direct and indirect subsidiaries and provide, including without limitation financial statementsand direct the Company’s current employees, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel advisors and other personnel representatives to provide, to the Consenting Noteholders Advisors: (i) reasonable access to the Company’s books, records, and Affiliates facilities, and (ii) reasonable access to the senior management and advisors of the Company and each Company Subsidiary with for the purposes of evaluating the Company's prior written consent’s assets, which consent liabilities, operations, businesses, finances, strategies, prospects, and affairs, provided that the foregoing obligation shall not be unreasonably withheld require the Issuer or delayed; and any Debtor or any of their employees, officers, advisors or other representatives to (e1) assist and cooperate with Parent and take any action or share any information which is restricted or prohibited by obligations of confidentiality binding on the Parent's Representatives in Issuer or any Debtor, applicable Law or the development rules of integration plans for implementation by Parent and the Company following the Effective Time; any applicable securities exchange (provided, howeverthat such Issuer or Debtor, as applicable, must only withhold the portion of such information or materials that no investigation 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 this Section 5.3 shall affect a Confidentiality Agreement) nor (2) disclose any document or be deemed to modify share any representation information over which the Issuer or warranty made by any Debtor asserts any legal professional privilege nor waive or forego the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebybenefit of any applicable legal professional privilege.

Access to Information. Between Prior to the Closing or until this Agreement is earlier terminated, the Company shall afford to the officers, employees, agents and authorized representatives of Parent and Merger Sub and their respective Affiliates (including its and their independent public accountants, financial advisors and attorneys) (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance written notice, to the offices, properties and business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any obligation of confidentiality to which the Company or its Affiliates are subject), provided, that, in each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of (i) and (ii) would apply and provided, 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 earlier written permission of the Effective Time or Company, which may be withheld in the termination Company’s sole discretion. Each of this Agreement, upon reasonable notice Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to interfere with the Company shalloperations 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 shall cause each Company Subsidiary to, (a) give Parent and its officers, not communicate with any of the employees, accountantscustomers, actuariesdistributors, counselor suppliers of the Acquired Companies without the prior written consent of the General Counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all Assistant General Counsel or Vice President-Business Development of its buildings, officesAffinia Group Inc., and other facilities and to all any such permitted communications shall be made in the presence 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes a designated representative of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

Access to Information. Between (a) Upon reasonable notice and subject to applicable Laws, the date Company shall, and shall cause each of this Agreement its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of Parent, reasonable access, during normal business hours during the earlier of period prior to the Effective Time or the termination of this AgreementAgreement in accordance with its terms, upon reasonable notice to all its properties, books, contracts, commitments, personnel and records, and, during such period, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, make available to Parent (ai) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents and representatives document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal or state banking Laws (collectivelyother than reports or documents that the Company is not permitted to disclose under applicable Law), the "Parent Representatives"(ii) full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information concerning 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 the business and Assets and Properties and Taxes 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 each Company Subsidiary its business as Parent and the Parent Representatives from time is reasonably relevant to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary its shareholders in connection with the Company's prior written consentMerger, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent the Bank Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent's Representatives , nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebypreceding two weeks.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Parent The Company and the Company's officers, directors, employees and agents shall afford the officers, employees and agents of AMRE and Merger Sub complete access at all reasonable times to its officers, employees, accountantsagents, actuariesproperties, facilities, books, records and contracts and shall furnish AMRE and Merger Sub all financial, operating and other 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 to hold in strict confidence all documents and information concerning the Company furnished to AMRE or Merger Sub in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by AMRE or Merger Sub (or their respective affiliates) prior to its disclosure to AMRE or Merger Sub by the Company, (ii) in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and 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 this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and 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, financing sources is legally required to be furnished, and other agents and representatives (collectivelyprovided that AMRE or Merger Sub, as the "Parent Representatives") full access during normal business hours to all case may be, notifies the Company of its buildings, officesobligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and other facilities and to all of its Books and Records, whether located on its premises AMRE 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect Merger Sub will destroy or return to the business and Assets and Properties and Taxes Company all copies of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made information furnished by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAMRE, Merger Sub or their respective affiliates, agents, representatives or advisers.

Access to Information. Between Upon reasonable advance notice, between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementClosing Date, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (ai) give Parent K Holdings, its potential financing sources and, as applicable, its and its officers, employees, accountants, actuaries, their respective counsel, financing sources financial advisors, auditors and other agents and authorized representatives (collectively, the "Parent K Holdings' Representatives") full reasonable access during normal business hours to all of its buildings, the offices, properties, books and records (including, without limitation, all Tax Returns and other facilities Tax-related information) of the Company and its Subsidiaries, (ii) furnish 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 Parent and the Parent K Holdings' Representatives such financial, operating, technical, actuarial financial and cost operating data and other information with respect (including, without limitation, all Tax Returns and other Tax-related information) relating to the business Company, its Subsidiaries and Assets their respective operations as such Persons may reasonably request and Properties (iii) instruct the employees, counsel and Taxes financial advisors of the Company and each Company Subsidiary as Parent and its Subsidiaries to cooperate with K Holdings in its investigation of the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 Timeits Subsidiaries; provided, ; however, that no such access shall only be provided to the extent that such access would not violate applicable laws or the terms of any Company Contract. Without limiting the foregoing, K Holdings and its representatives shall be allowed to conduct an environmental investigation of the Company, its Subsidiaries and their properties, including, at K Holdings' discretion, the performance of environmental sampling. The Company and its Subsidiaries shall fully cooperate with K Holdings and its representatives in connection with such investigation, including, but not limited to, making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, its Subsidiaries and their properties, making available relevant documents related to such matters, and providing necessary assistance with respect to any proposed environmental sampling, including providing accurate information regarding subsurface utilities or structures that could interfere with or prevent such proposed sampling. Any information relating to the Company or its Subsidiaries made available pursuant to this Section 5.3 5.3, shall affect or be deemed subject to modify any representation or warranty made by the Company provisions of the Confidentiality Agreement (as defined herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby).

Access to Information. Between Each of NPS and Enzon will afford the date of this Agreement other and the earlier of other's accountants, counsel and other representatives reasonable access during normal business hours to its properties, books, records and personnel during the period prior to the Effective Time or to obtain all information concerning its business, including the termination status of this Agreementproduct development efforts, properties, results of operations and personnel, as such other parties may reasonably request, and, during such period, upon reasonable notice request by the Company other parties hereto, each of NPS and Enzon shall, and shall cause each Company Subsidiary of their respective Subsidiaries to, (a) give Parent and its officersfurnish promptly to the other parties a copy of any report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents and representatives (collectively, the "Parent Representatives") full access document filed by it during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect period pursuant to the business and Assets and Properties and Taxes requirements of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld federal 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 Timestate securities laws; provided, however, that no investigation pursuant any party may restrict the foregoing access to this Section 5.3 the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information. In addition to the foregoing, (i) NPS shall affect afford Enzon the right to conduct (at Enzon's cost and expense) an environmental audit or be deemed assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, occupied, or leased NPS Business Facility that may include soil, groundwater, or Hazardous Materials sampling, and (ii) Enzon shall afford NPS the right to modify conduct (at NPS's cost and expense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any representation currently owned, occupied, or warranty made by the Company herein. leased Enzon Business Facility that may include soil, groundwater, or Hazardous Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebysampling.

Access to Information. Between During the period from the date of this Agreement and hereof to the earlier of the Effective Time or the termination of this AgreementAgreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable notice advance notice, the Company shall and shall cause its Subsidiaries to afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees, properties, books, contracts and records; provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; provided further, however, that the Company shall not be obligated to provide such access if the Company determines, in its reasonable judgment, that (a) doing so would violate applicable Law or an obligation of confidentiality owing to a third party (provided, however, that the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, (a) give Parent and use its officersreasonable best efforts to obtain the required consent of such third party), employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectivelyor waive the protection of an attorney-client privilege, the "Parent Representatives") full access during normal business hours work product doctrine or other similar privilege applicable to all of its buildings, offices, and other facilities and to all of its Books and Records, whether located on its premises such documents or at another location; information (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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant 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 5.3 shall affect or 7.2 will be deemed construed to modify any representation or warranty made by require the Company hereinor any of its Subsidiaries or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. Materials furnished Each party hereto will hold any such information that is nonpublic in confidence to Parent pursuant the extent required by, and in accordance with, the provisions of that certain agreement, dated May 7, 2019 (the “Confidentiality Agreement”), between the Company and Parent. Any access to this Section 5.3 may any Leased Real Property shall be used by Parent for strategic subject to the Company’s reasonable security measures and integration planning purposes relating the applicable requirements of the Company Leases and shall not include the right to accomplishing the transactions contemplated herebyperform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments.

Access to Information. Between Subject to the date of this Confidentiality Agreement 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 Effective Time or the termination of this Agreement, upon reasonable notice Agreement to obtain all information concerning the business of the Company shall, and shall cause each Company Subsidiary to, (a) give Parent and its officersSubsidiaries, employeesincluding the status of product development efforts, accountantsproperties, actuaries, counsel, financing sources results of operations and other agents personnel of the Company and representatives (collectively, the "Parent Representatives") full access its Subsidiaries and use commercially reasonable efforts to make available at reasonable times during normal business hours to all of Parent and its buildingsrepresentatives, officesthe appropriate individuals (including management, personnel, attorneys, accountants and other facilities and to all of its Books and Records, whether located on its premises or at another location; (bprofessionals) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes for discussion of the Company and each Company Subsidiary its Subsidiaries’ business, properties, prospects and personnel as Parent may reasonably request. During such period, the Company shall (and the Parent Representatives from time shall cause its Subsidiaries to), subject to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity any limitations imposed by law with respect to interview during normal business hours such officers, records of employees, accountantsfurnish promptly to Parent (a) a copy of each report, actuariesschedule, counsel 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 and Affiliates of as Parent may reasonably request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information and each (ii) such access would be in breach of any confidentiality obligation, commitment or provision by which the Company Subsidiary with the Company's prior written consentor any of its Subsidiaries is bound or affected, which consent confidentiality obligation, commitment or provision shall be disclosed to Parent, provided that disclosure of such obligation, commitment or provision would not itself be unreasonably withheld the breach of an obligation 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 commitment to a third party. Any information obtained from the Company following the Effective Time; provided, however, that no investigation or any of its Subsidiaries pursuant to the access contemplated by this Section 5.3 5.4 shall affect or be deemed subject to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyConfidentiality Agreement.

Access to Information. Between From the date of this Agreement and the earlier of hereof until the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, will (and shall will cause each Company Subsidiary of its Subsidiaries to, (a) give Parent and Merger Sub, its officers, employees, accountants, actuaries, counsel, financing sources financial advisors, auditors and other agents authorized representatives and representatives the financial institutions (collectively, and their counsel and representatives) providing or proposed to provide financing in connection with this Agreement and the "Parent Representatives") 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 buildings, offices, Subsidiaries to) furnish to them such financial 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information as they may reasonably request, will allow them to meet with respect designated personnel of the Company or its Subsidiaries and/or their representatives, and will instruct its employees, counsel, financial advisors and accountants to cooperate with them in their investigation of the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 Timeits Subsidiaries; provided, however, that no investigation pursuant to this Section 5.3 5.5 shall affect or be deemed to modify any representation or warranty made given by the Company hereinto Merger Sub hereunder. Materials furnished Unless otherwise required by law, Merger Sub and its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) shall hold any such information which is nonpublic in confidence in accordance with the provisions of the Confidentiality Agreement. The Company shall promptly deliver to Parent pursuant Merger Sub correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAgreement.

Access to Information. Between (a) To the extent permitted by Applicable Law, from the date hereof until the Effective Time, the Company shall (i) afford to Parent, and to Parent’s officers, employees, counsel, financial advisors, 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 (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 conduct of the business of the Company and its Subsidiaries. The foregoing will not require the Company to permit any inspection or disclosure of any information that would result in the disclosure of confidential information of any Person in violation of any confidentiality obligation of the Company to such Person (provided that the Company shall use its reasonable best efforts to request that such Person grant such access or disclosure to Parent and the Company shall nonetheless otherwise give Parent a general description of the subject matter of the agreement) or require disclosure of any material concerning on any Acquisition Proposal made before the date of this Agreement by any Person, or disclosure of any report from the Company’s financial advisors, counsel, management or other representative regarding the Parent. Without limiting the foregoing, between the date hereof and the earlier of the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, shall (and shall cause each Company Subsidiary its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger, (a) give Parent and its officersincluding, employeeswithout limitation, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, 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 cooperating with the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and in obtaining appraisals of the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes assets of the Company and each Company Subsidiary as Parent its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Company’s accountants and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and their work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and 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 Company Subsidiary with of their preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the right to control or direct the Company's ’s or its Subsidiaries’ operations 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 to the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify Time in any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyunlawful manner.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable prior notice, upon reasonable notice the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, (a) give afford to Parent and its officers, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full Representatives reasonable access during normal business hours hours, in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to all of its buildingsthe Effective Time, to the properties, offices, and personnel, other facilities and to all of its Books 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes records of the Company and each its Subsidiaries, and, during such period, the Company Subsidiary shall, and shall cause its Subsidiaries to, furnish promptly to Parent and its Representatives, all other data, information, agreements and documents concerning its business, properties and personnel as Parent and the Parent or its Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or its Subsidiaries requires the Company, its Subsidiaries to preclude Parent or its Representatives from gaining access to such properties or information; provided, further, that the Company shall use its commercially reasonable efforts to obtain the required consent of any third party necessary to provide such disclosure under clause (i) above; provided, further, that Parent and its Representatives shall not have access to individual medical histories or information that is subject to attorney client privilege (provided, that with respect to any such privileged information, the Company shall promptly provide a description of any information, documents, data or other material withheld (without disclosing privileged information) and the reason for which it was withheld), nor shall they be permitted to conduct any environmental sampling. Parent will hold, and will cause its Representatives to hold, any information or documents received or provided pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.this

Access to Information. Between the date of this Agreement Upon reasonable notice, Saratoga and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, SJNB shall (and shall cause each Company Subsidiary of their respective Subsidiaries to) afford to the other and their representatives and advisors access, (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 during the period prior to the Closing Date, to all the properties, books, contracts, commitments and records of its buildingsSaratoga (in the case of Saratoga) and of SJNB (in the case of SJNB) and, officesduring such period, each of Saratoga and SJNB shall (and shall cause each of their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, schedule, registration statement and other facilities 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 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 to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent all other information concerning the business, properties and personnel of Saratoga or of SJNB, as the Parent Representatives to make case may be, as such inspections during normal business hours as they other party may require; (c) cause its officers to furnish Parent and the Parent Representatives reasonably request. SJNB will hold any such financial, operating, technical, actuarial and cost data and other information with respect to Saratoga and its Subsidiaries which is nonpublic in confidence to the business extent required by, and Assets and Properties and Taxes in accordance with, the provisions of the Company letter dated July 28, 1998, between Saratoga and each Company Subsidiary as Parent SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to SJNB and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the Parent Representatives from time to time may requestextent required by, including without limitation financial statementsand in accordance with, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates provisions of the Company 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 each Company Subsidiary with its Subsidiaries, as well as to such information of Saratoga and its Subsidiaries. No investigation by either SJNB, on the Company's prior written consentone hand, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and Saratoga, on the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; providedother hand, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic representations and integration planning purposes relating to accomplishing warranties of the transactions contemplated herebyother.

Access to Information. Between Subject to Section 6.3.2, from the date of this Agreement and the earlier of to the Effective Time or the earlier termination of this AgreementAgreement pursuant to Section 8.1, upon reasonable notice the Company shall, shall cause its Subsidiaries to, and shall cause instruct each Company Subsidiary to, (a) give Parent of its and its Subsidiaries directors, officers, employees, accountants, actuariesconsultants, legal counsel, financing sources advisors, and agents and other agents and representatives (collectively, the "Parent “Company Representatives"”) full access during normal business hours to: (a) provide to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company Merger Sub and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestof their respective officers, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officersdirectors, employees, accountants, actuariesconsultants, counsel legal counsel, advisors, agents and other personnel representatives (collectively, “Parent Representatives,” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times and Affiliates upon reasonable prior notice to the Company, to the Company Representatives, the properties, offices and other facilities of the Company and each Company Subsidiary with its Subsidiaries and the Company's prior written consentbooks and records thereof, which consent shall not be unreasonably withheld or delayed; and (eb) assist furnish, or cause to be furnished, such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and cooperate with other aspects of the Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Parent's Representatives in the development of integration plans for implementation by Parent Company Owned Properties and the Company following Leased Premises, physical inspections of the Effective Time; providedassets of the Company and its Subsidiaries, howeverand contact with the customers, that no vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Purchaser Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.3 6.3.1 shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the conditions to the obligations of the Parties to consummate the Merger. Notwithstanding the foregoing, the Company herein. Materials furnished shall not be required to Parent pursuant provide access to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating or disclose information where such access or disclosure would contravene any Law, binding Contract to accomplishing which the transactions contemplated herebyCompany is party or any privacy policy applicable to the Company’s customer information.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable notice, upon reasonable notice (a) the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, (a) give Parent and its afford the officers, directors, employees, accountants, actuaries, counsel, financing sources investment bankers, financial advisors and other agents and representatives (collectively, the "Parent Representatives") full access of Parent reasonable access, during normal business hours throughout the period prior to the Merger Effective Time, to all of its buildingsproperties, officesfacilities, operations, books, contracts, commitments and records (including, but not limited to, Tax Returns and any information relating to any audits or other facilities examinations of such Tax Returns) and to all of its Books personnel (including the Company's environmental, health and Records, whether located on its premises or at another location; safety personnel) and (b) permit Parent shall, and shall cause the Parent Significant Subsidiaries to, afford to the Representatives of the Company, reasonable access to make such inspections senior executives of Parent for the purpose of discussing Parent's business (with reasonable access to the documents related thereto) during normal business hours as they may require; (c) the period prior to the Merger Effective Time. Each party shall, and shall cause its officers Subsidiaries to, in addition to the advance approval requirements set forth in Section 7.3(b), furnish Parent and promptly to the Parent Representatives such financialother (a) access to each report, operating, technical, actuarial and cost data schedule and other information with respect document filed or received by it or any of its Subsidiaries pursuant to the business and Assets and Properties and Taxes 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 each Company Subsidiary its Subsidiaries taken as a whole, or to Parent and its Subsidiaries taken as a whole, as the Parent case may be and (b) access to all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other 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 its Subsidiaries and Representatives from time to, hold in strict confidence all documents and information concerning the other furnished to time may requestit in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, including without limitation financial statementsdated December 13, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers1999, employees, accountants, actuaries, counsel and other personnel and Affiliates of between the Company and each Company Subsidiary with Parent (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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby"Confidentiality Agreement").

Access to Information. Between Each of the date of this Agreement Seller Parent and the earlier of the Effective Time or the termination of this AgreementSeller, upon reasonable notice the Company jointly and severally, shall, and shall cause each of the Company Subsidiary and its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause the Joint Ventures to, throughout the period from the date hereof to the Closing, (ai) give Parent provide the Buyer and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes accountants of the Company and each Company Subsidiary as Parent its Subsidiaries and, to the extent possible, the Joint Ventures and their respective assets, properties, books and records, but only to the Parent Representatives from time to time may request, including without limitation financial statements, schedules extent that such access does not unreasonably interfere with the business and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates 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, or any of its Subsidiaries or the Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iii) upon request from the Buyer, furnish to the Buyer audited financial statements of the Company Subsidiary 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 prior written consent’s auditors to provide consents requested by the Buyer, which consent shall not be unreasonably withheld or delayed; and (ey) assist all other information and cooperate with Parent data (including, without limitation, copies of Contracts, Employee Benefit Plans, and other books and records) concerning the business and operations of the Company and its Subsidiaries and the Parent's Joint Ventures as the Buyer or any of its Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no reasonably may request. No investigation pursuant to this Section 5.3 paragraph or otherwise shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or any condition to the Company hereinobligations of the parties hereto. Materials furnished to Parent Any such information or material obtained pursuant to this Section 5.3 may 5.1 shall be used governed by the terms of the letter agreement between the Buyer and the Seller Parent for strategic and integration planning purposes relating to accomplishing confidential information concerning the transactions contemplated herebyCompany (the “Confidentiality Agreement”).

Access to Information. Between (a) During the period from the date of this Agreement and continuing until the earlier of the Effective Time or the valid termination of this AgreementAgreement or the Effective Time, upon reasonable notice subject to the requirements of applicable Law, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, (ai) give Parent Acquiror and its Merger Sub and their authorized officers, employees, accountants, actuariesinvestment bankers, counsel, financing sources counsel and other agents and representatives Representatives reasonable access (collectively, the "Parent Representatives") full access during normal regular business hours upon reasonable notice) to all of its buildingssuch employees, offices, data centers and other facilities at reasonable times and to all such books, Contracts, commitments and records (including Tax Returns) of the Company and its Books Subsidiaries as Acquiror or Merger Sub may reasonably request and Recordsinstruct 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, whether located on its premises or at another location; (bii) permit Parent furnish Acquiror and the Parent Representatives to make Merger Sub with such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent financial and the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information with respect to the business business, properties and Assets and Properties and Taxes personnel of the Company and each Company Subsidiary as Parent and the Parent Representatives Acquiror or Merger Sub may from time to time may reasonably request, including without limitation financial statements(iii) furnish promptly to Acquiror and Merger Sub a copy of each report, schedules schedule and work papers; other document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws and (div) allow Parent 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 Parent Representatives the Company or its Subsidiaries responding to any request or submitting any documentation in response thereto, provide Acquiror a reasonable opportunity to interview during normal business hours review any such officerssubmission, employeesresponse or related documentation and provide comments; provided that with respect to this clause (iv), accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary its Subsidiaries shall not agree to settle or provide any remedy with regard to any such matters without the Company's prior written consentconsent of Acquiror, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and . Notwithstanding the Parent's Representatives in the development of integration plans for implementation by Parent and foregoing, the Company following and its Subsidiaries shall not be obligated to provide such access, inspections, data or other information to the Effective Timeextent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person or any Law; provided, however, that no in the case of clause (A) and (B), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, data or other information to Acquiror and Merger Sub in compliance with applicable Law, and otherwise the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. No investigation pursuant to this Section 5.3 6.03 or by Acquiror or its Affiliates shall affect or be deemed to modify any representation representation, warranty, covenant or warranty other agreement made by the Company herein. Materials furnished to Parent pursuant to in this Section 5.3 may be used by Parent for strategic Agreement or the conditions of Acquiror and integration planning purposes relating to accomplishing the transactions contemplated herebyMerger Sub related thereto.

Access to Information. Between (a) From the date of this Agreement and hereof until the earlier of the Effective Time or the termination of this AgreementClosing, upon reasonable notice notice, the Company shall, and shall cause each Company Subsidiary to, to (ai) give Parent afford the Purchaser and its officers, employees, accountants, actuaries, counsel, financing sources and other agents and authorized representatives (collectively, reasonable access to the "Parent Representatives") full access during normal business hours to all of its buildings, offices, properties, books and other facilities records 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes key employees of the Company and each Subsidiary and (ii) furnish to the Purchaser such additional financial and other information regarding the Company Subsidiary as Parent and the Parent Representatives Subsidiaries as the Purchaser may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to this Section 5.3 shall affect or be deemed to modify any representation or warranty made 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 hereinor any Subsidiary or additional financial and other information shall be directed solely to Xxxxx Xxxxxxxx, or such other person as he may designate and approve. Materials furnished Notwithstanding anything to Parent pursuant the contrary in this Agreement, neither the Company nor any Subsidiary shall be required to this Section 5.3 may be used by Parent for strategic disclose any information to the Purchaser if such disclosure could, in the Company’s reasonable business judgment, (x) cause material competitive harm to the Company and integration planning purposes relating to accomplishing the Subsidiaries, on a consolidated basis, if the transactions contemplated herebyhereby 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 date hereof.

Access to Information. Between (a) Upon reasonable notice and subject to applicable laws, each of BancPlus and FTC, for the date purposes of this Agreement verifying the representations and warranties of the other and preparing for the Share Exchange and the earlier of the Effective Time or the termination of other matters contemplated by this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary of their respective Subsidiaries to, (a) give Parent and its afford to the officers, employees, accountants, actuaries, counsel, financing sources 60 {JX489484.11} PD.35183901.7 advisors and other agents representatives of the other party, access, upon reasonable prior notice and representatives (collectively, the "Parent Representatives") full access during normal business hours during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of its buildingsproperties, officesbooks, contracts, commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other facilities party in preparing to execute after the Effective Time conversion or consolidation of systems and to all of its Books business operations generally (including by entering into customary confidentiality, non-disclosure and Recordssimilar agreements with such service providers and/or the other party), whether located on its premises or at another location; (b) permit Parent and the Parent Representatives to make and, during such inspections period, during normal business hours and in a manner so as they may require; (c) not to interfere with normal business operations, each of BancPlus and FTC shall, and shall cause its officers respective Subsidiaries to, make available to furnish Parent and the Parent Representatives such financialother party (i) a copy of each report, operatingschedule, technical, actuarial and cost data registration statement and other information with respect document filed or received by it during such period pursuant to the business requirements of federal securities laws or federal or state banking laws (other than reports or documents which it or any of its Subsidiaries is not permitted to disclose under applicable law) and Assets (ii) all other information concerning its and Properties its Subsidiaries’ business, properties and Taxes 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 Company and each Company Subsidiary as Parent and institution in possession or control of such information (after giving due consideration to the Parent Representatives from time 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 time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives date of this Agreement. The parties hereto will attempt to obtain waivers or make appropriate substitute disclosure arrangements under circumstances in which the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates restrictions 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebypreceding sentence apply.

Access to Information. Between Subject to the date of this Confidentiality Agreement and the earlier of the Effective Time or the termination of this Agreementapplicable Law, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give afford Parent and its officers, employees, accountants, actuaries, counsel, financing sources counsel and other agents and representatives (collectivelyrepresentatives, the "Parent Representatives") full access reasonable access, off premises, during normal business hours to the 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 buildingsSubsidiaries, officesincluding the status of product development efforts, properties, results of operations and personnel of the Company and its Subsidiaries (excluding only proprietary technical research and development data and other facilities 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 to use all of its Books and Records, whether located on its premises or at another location; (b) permit Parent and the Parent Representatives reasonable efforts to make such inspections available at all reasonable times during normal business hours as they may require; (c) cause its officers to furnish Parent and its representatives, the Presidents of its major subsidiaries and such other personnel requested by Parent Representatives such financialthat the Company believes will not disrupt the Company’s business (which access shall be arranged by the Company’s CEO or CFO), operatingand its attorneys, technical, actuarial and cost data accountants and other information with respect to the business and Assets and Properties and Taxes 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 Company Subsidiary 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 Representatives to be granted reasonable access to the officers and managers of the Company’s Subsidiaries as reasonably requested by the Chief Executive Officer of Parent. Any information obtained from time the Company or any of its Subsidiaries pursuant to time may request, including without limitation financial statements, schedules the access contemplated by this Section 7.4 shall be subject to the Confidentiality Agreement. Nothing herein shall limit in any way the full and work papers; (d) allow complete access of Parent and its representatives to the Parent Representatives Company and its Subsidiaries following the opportunity Purchase Time, including, without limitation, access to interview during normal business hours such officersall documents, employeesdata, accountantsproperties, actuaries, counsel and personnel or other personnel and Affiliates information or Intellectual Property 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyits Subsidiaries.

Access to Information. Between (a) From the date of this Agreement and the earlier of hereof until the Effective Time or and subject to the termination requirements of this Agreementapplicable Laws, upon reasonable notice the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, (ai) give provide to Parent and its Merger Sub, and their respective officers, directors, employees, accountantsmanagers, actuariesconsultants, counsel, financing sources financial advisors, auditors, agents and other agents and authorized representatives (collectively, the "“Parent Representatives"”) full reasonable access during normal business hours to all the employees, accountants, legal counsel, auditors and other representatives and agents of the Company and its buildings, Subsidiaries and the offices, properties, books and other facilities records of the Company and its Subsidiaries, including access to all of its Books and Recordsconduct environmental site assessments, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives furnish to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent Parent, Merger Sub and the Parent Representatives such financial, operating, technical, actuarial financial and cost operating data and other information with respect to concerning the business business, properties, Contracts, assets, liabilities, personnel and Assets and Properties and Taxes other aspects of the Company and each its Subsidiaries as such Persons may reasonably request (including, furnishing to Parent the financial results of the Company Subsidiary as Parent in advance of any filing by the Company with the SEC containing such financial results), and (iii) instruct the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountantscounsel, actuariesfinancial advisors, counsel auditors and other personnel and Affiliates authorized representatives (other than nonemployee directors) of the Company and each its Subsidiaries to cooperate reasonably with Parent and Merger Sub to obtain access to information concerning the Company Subsidiary with and its Subsidiaries, as the Company's prior written consentcase may be. Notwithstanding the foregoing provisions of this Section 5.2, which consent the Company shall not be unreasonably withheld required to, or delayed; and 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 (eA) assist and cooperate with Parent and obtain the Parent's Representatives in the development of integration plans for implementation by 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 the Company following 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 personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of material liability. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time; providedTime or the Termination Date, howeverthe Company will furnish to Parent (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that no investigation they will not, and will direct the Parent Representatives not to, use any information obtained pursuant to this Section 5.3 shall affect 5.2 for any purpose unrelated to the Merger, this Agreement or be deemed the transactions contemplated hereby. Such access to modify any representation or warranty made by the Company herein. Materials furnished to Parent information pursuant to this Section 5.3 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 parties may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyreasonably agree upon.

Access to Information. Between (a) From the date of this Agreement and the earlier of hereof until the Effective Time or the termination of this AgreementTime, upon reasonable notice subject to Applicable Law, the Company shall, and shall cause each Company Subsidiary to, (ai) give Parent and its officersRepresentatives, employeesupon reasonable notice, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full reasonable access during normal business hours to all of its buildings, the offices, properties, assets, books and other facilities records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish 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 Parent and the Parent Representatives such financial, operating, technical, actuarial financial and cost operating data and other information with respect (including, for the avoidance of doubt, the work papers of the Company’s auditors to the business extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and Assets and Properties and Taxes (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and each Company Subsidiary as Parent and its Subsidiaries (provided that the Parent Representatives from time to time may requestCompany’s investment bankers, including without limitation financial statementsattorneys, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel accountants and other personnel and Affiliates of the Company and each Company Subsidiary with the Company's prior written consent, which consent shall advisors will not be unreasonably withheld required to furnish to Parent or delayedits 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 (e) assist and cooperate with Parent and the Parent's Representatives in the development safety of integration plans for implementation by Parent and the Company following the Effective Timeany of its Representatives; provided, howeverfurther, that no the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 5.3 6.03, and such investigation shall affect be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or to disclose any (A) information if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or (C) information protected by attorney-client privilege to the extent such privilege cannot be deemed to modify any representation or warranty made protected by the Company herein. Materials furnished through exercise of its reasonable best efforts; provided that, in the case of clauses (A) and (C), the Company shall use reasonable best efforts to Parent pursuant to this Section 5.3 may be used by Parent allow for strategic and integration planning purposes relating to accomplishing such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the transactions contemplated herebyprotection of the attorney-client privilege.

Access to Information. Between Subject to the date of this Confidentiality Agreement and applicable Law relating to the earlier sharing of information, prior to the Effective Time or the termination of this AgreementClosing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the properties, businesses and operations of the Company shalland its Subsidiaries (including, without limitation, ordering title investigations and third party inspections) and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent, potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause each Company Subsidiary to, (a) give Parent and its the officers, employees, consultants, agents, accountants, actuaries, counsel, financing sources attorneys and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as its Subsidiaries to reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and investors and Parent’s potential sources of capital, rating agencies’, prospective lenders’ and investors’ representatives in connection with such investigation and examination, and Parent and its potential sources of capital, rating agencies, prospective lenders and investors and their representatives shall cooperate with the Parent Representatives from time Company and its representatives and shall use their reasonable efforts to time may requestminimize any disruption to the business. Notwithstanding anything herein to the contrary, including no such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates prior written consent of a representative of the Company (who shall be identified in writing to Parent as the representative contemplated by this Section 7.1), (i) neither Parent nor any potential sources of capital, rating agencies, prospective lenders and each investors shall contact any suppliers to, or customers or employees of, the Company Subsidiary with 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 have any right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries. Parent shall and shall cause Parent’s Affiliates and representatives to keep confidential any non-public information received from the Company's prior written consent, which consent shall not be unreasonably withheld its Affiliates 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; providedrepresentatives, howeverdirectly or indirectly, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by 7.1 in accordance with the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyConfidentiality Agreement.

Access to Information. Between Upon reasonable notice to the date of this Agreement and the earlier officers of the Effective Time or 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 of this Agreementother's business and operations, upon reasonable notice the Company shall, First-Knox xxx Park shall each (and shall cause each Company Subsidiary of their respective Subsidiaries to) afford to the directors, (a) give Parent and its officers, employeesemployees and Representatives (as defined below) of the other, accountantsaccess, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full 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 its buildingsFirst-Knox xxx Park shall (and shall cause each of their respective Subsidiaries to) make available to the other (a) a copy of each report, officesschedule, registration statement and other facilities document filed or received by it during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law) 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and all other information with respect to the business concerning its business, properties and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time such other party may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no the directors, officers, employees and Representatives of First-Knox xxxll not have access to Park's payroll records. The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of the letters dated as of August 7, 1996 and August 7, 1996, respectively, between First-Knox xxx Park (the "Confidentiality Agreements"). No investigation pursuant to by either Park or First-Knox xxxll affect the representations and warranties of the other. As used in this Section 5.3 shall affect Agreement, "Representatives" means any attorneys, accountants, investment bankers, financial advisors or be deemed to modify any representation other representatives or warranty made agents engaged or designated by First-Knox xx Park, as the Company herein. Materials furnished to Parent pursuant to this Section 5.3 case may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebybe.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement(a) Upon reasonable notice, upon reasonable notice the Company shall, shall (and shall cause each Company Subsidiary of its Subsidiaries to, ) afford (ai) give Parent and its to the officers, employees, accountantsindependent auditors, actuaries, legal counsel (including outside legal counsel, financing sources ) and other agents and representatives (collectivelyof Parent, the "Parent Representatives") full access reasonable access, during normal business hours during the period prior to the Effective Time, to all of its buildingsproperties, officesbooks, contracts, commitments and other facilities and to all of its Books and Records, whether located on its premises or at another location; (b) permit records in order that Parent and the Parent Representatives has a full opportunity to make such investigation as it reasonably desires to make of the 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. Additionally the Company and its Subsidiaries will permit Parent to make such reasonable inspections of the Company and its Subsidiaries and their respective operations during normal business hours as they Parent may require; (c) 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 the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information with respect to the business and Assets and Properties and Taxes properties of the Company and each Company Subsidiary its Subsidiaries as Parent and the Parent Representatives may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and . During the Parent Representatives the opportunity period prior to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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, howeverthe Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent (i) a copy of each report, that no investigation schedule, registration statement and other document filed or received by it during such period pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to requirements of federal securities laws and (ii) all other information concerning its business, properties and personnel as Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyreasonably request.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable advance notice, upon reasonable notice the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, (a) give afford the Representatives of Parent and its officers, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full reasonable access during normal business hours to all of its buildingsand its Subsidiaries’ properties, officesbooks, records, Contracts, legal counsel, financial advisors, accountants, consultants and personnel, and shall furnish, and shall cause to be furnished, as promptly as practicable to Parent, all other facilities 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 all of the extent that any applicable Law, Governmental Entity or attorney-client privilege concerns requires it or its Books and Records, whether located on its premises Subsidiaries to restrict access to any properties or at another locationinformation; (b) permit Parent 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 the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers the Company uses reasonable efforts to furnish Parent seek consent to provide such information and the Parent Representatives access or otherwise provides such financial, operating, technical, actuarial information and cost data and other information with respect to the business and Assets and Properties and Taxes access in redacted form. In conducting any inspection of any properties of the Company and each Company Subsidiary as its respective Subsidiaries, Parent and its Representatives shall not (i) interfere with the Parent Representatives from time business conducted at such property or (ii) damage any property or any portion thereof. Prior to time may requestthe Acceptance Time, including without limitation financial statements, schedules and work papers; (d) allow Parent and its Representatives shall not have the Parent Representatives right to conduct environmental testing or sampling at any of the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates facilities or properties 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 any of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation its Subsidiaries. All information obtained pursuant to this Section 5.3 6.3 shall affect or continue to be deemed to modify any representation or warranty made governed by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic Confidentiality Agreement which shall remain in full force and integration planning purposes relating to accomplishing the transactions contemplated herebyeffect in accordance with its terms.

Access to Information. Between the date of this Agreement HoldCo and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shallwill, and shall will cause each Company Subsidiary to, (a) give afford Parent and its officers, employees, accountants, actuaries, counsel, financing sources counsel and other agents and representatives (collectively, the "Parent Representatives") full Representatives reasonable access during normal business hours to its properties, books, records and personnel during the period prior to the Company Merger Effective Time to obtain all information concerning its business, including the status of its buildingsproduct development efforts, officesproperties, results of operations and personnel (subject to such reasonable procedures as the parties may agree), as Parent may reasonably request, and, during such period, upon request by Parent, the Company will, and will cause each Company Subsidiary to furnish promptly to Parent a copy of any report, schedule, registration statement and other facilities and document filed by it during such period pursuant to all the requirements of its Books and Records, whether located on its premises federal or at another location; (b) permit Parent state securities laws and the Company will reasonably cooperate with Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes transition of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 employees following the Effective TimeClosing; provided, however, that 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 investigation 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 not use any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 5.3 shall affect or be deemed to modify 8.10 for any representation or warranty made by purposes other than assessing the financial condition of the Company hereinfor purposes of this Agreement, and (c) Parent will not share, provide or sell the information to 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. Materials furnished to Parent In addition, any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 5.3 may 8.10 shall be used by Parent for strategic and integration planning purposes relating subject to accomplishing the transactions contemplated herebyConfidentiality Agreement.

Access to Information. Between From the date of this Agreement and until the earlier of the Effective Time or the termination date this Agreement is validly terminated in accordance with Article 7, and subject to the requirements of this Agreementany Law, upon reasonable notice 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 shallto others requiring confidential treatment of documents and (iv) appropriate limitations on the disclosure of information to maintain attorney-client privilege, the Company will, and shall will cause each Company Subsidiary to, (a) give Parent of its subsidiaries and its and their controlled affiliates, and each of their respective officers, directors, employees, accountants, actuariesagents, counsel, financing sources and other agents accountants, investment bankers, financial advisors and representatives (collectively, the "“Company Representatives”) 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 “Parent Representatives"”) full access reasonable access, upon reasonable notice and during the Company’s normal business hours hours, to all the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its buildings, offices, subsidiaries and other facilities will cause the Company Representatives 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 subsidiaries to furnish Parent or make available to Parent, Merger Sub and the Parent Representatives such financial, operating, technical, actuarial financial and cost operating data and such other information with respect to the business and Assets and Properties and Taxes operations of the Company and each Company Subsidiary or any of its subsidiaries as Parent and Parent, Merger Sub or the Parent Representatives may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow . Each of Parent and Merger Sub will, and will cause the Parent Representatives to, hold any such information in confidence in accordance with the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates terms of the Company and each Company Subsidiary with Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of September 10, 2007 (e) assist and cooperate with the “Confidentiality Agreement”), between Parent and the Parent's Representatives in the development of integration plans for implementation by Parent and the a Company following the Effective Time; provided, however, that no investigation pursuant Representative shall apply to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials all information furnished to any Parent pursuant to this Section 5.3 may be used Representative by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyany Company Representative hereunder or thereunder.

Access to Information. Between From the date of this Agreement and hereof until the earlier of the Effective Time or the termination of this AgreementClosing Date, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (ai) give make its management personnel reasonably available to the Parent and its officersrepresentatives, (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 accountants, employees, accountants, actuaries, counsel, financing sources attorneys and other agents representatives reasonable access to, and representatives (collectivelypermit such Persons to review, the "Parent Representatives") full access during normal business hours to all of and upon reasonable prior written request, its buildingsproperties, officesbooks, Contracts, accounts, records and files, and (iii) provide such other facilities information to the Parent and its representatives as they may reasonably request, in each case, which is (a) reasonably necessary to all of its Books assist the Parent with integration and Records, whether located on its premises or at another location; transition planning in connection with the transactions contemplated hereby and (b) permit Parent and not inconsistent with applicable Law. Notwithstanding the foregoing, the Parent Representatives acknowledges that none of the Holders, the Company nor their respective Subsidiaries or Affiliates shall be obligated to make such inspections during normal business hours as they may require; (c) cause its officers provide to furnish Parent and the Parent Representatives such financial(i) any information relating to any offers or indications of interest received by the Holders, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and or their respective Affiliates or representatives from any Person other than the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of acquire the Company and each Company Subsidiary with or any of its Equity Interests, properties or assets or any communications between the Company's prior written consentHolders, 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 or their respective Affiliates or representatives on the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify one hand and any representation or warranty made by such other Person on the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes other hand relating to accomplishing such offers or indications of interest or the transactions contemplated herebythereby (it being understood that the Holders may retain all such documents, information and communications, which shall be the 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 (iii) any documents or information that are protected by the attorney-client privilege or work product doctrines if the Company determines in its reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine.

Access to Information. Between business hours, during the date of this Agreement period prior to the Closing Date, to all its properties, books, contracts, commitments and the earlier of the Effective Time or the termination of this Agreementrecords and, upon reasonable notice during such period, the Company shallshall 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 Company Subsidiary its Subsidiaries to, (a) give Parent and its afford to the officers, employees, accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives") full of Stockholder reasonable access during normal business hours hours, during the period prior to the Closing Date, to all of its buildingsproperties, officesbooks, contracts, commitments and other facilities records and, during such period, Purchaser shall furnish promptly to Stockholder, consistent with its legal obligations, all information concerning its business, properties 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 personnel as they Stockholder may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant either party may restrict the foregoing access to this Section 5.3 shall affect the extent that, in such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or be deemed regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to modify such party requires such party or its Subsidiaries to restrict access to any representation properties or warranty made 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 herein(the "CONFIDENTIALITY AGREEMENT"). Materials furnished 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 Parent pursuant 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 this Section 5.3 may initiate such communications prior to the Closing and (ii) such communications with each such Employee shall be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyconducted in coordination with Company management.

Access to Information. Between the date of this Agreement and the earlier Except as set forth in Section 5.03 of the Effective Time or the termination of this AgreementCompany Disclosure Schedule, upon reasonable notice notice, the Company shall, and shall cause each Company Subsidiary toof its subsidiaries to (in order to permit Parent to evaluate the transactions contemplated by this Agreement), (ai) give 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, actuaries, counsel, financing sources counsel and other agents and representatives (collectivelyrepresentatives, the "Parent Representatives") full access reasonable access, during normal business hours during the period prior to all 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 buildingssubsidiaries to, officesfurnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other facilities document filed or received by it during such period pursuant to the requirements of Federal, state or local, domestic or foreign, laws 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning its business, properties and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company hereinshall not be required to (or to cause any of its subsidiaries to) so confer, afford such access or furnish such copies or other information if doing so would, or would reasonably be expected to, subject the Company to liability under, or constitute a violation of, applicable laws or confidentiality obligations to a third party. Materials furnished All such information shall constitute Information (as such term is defined in the Confidentiality Agreement dated as of November 6, 2001, between the Company and Parent (the "Confidentiality Agreement")) and shall be subject thereto as provided therein, and Parent shall, and shall cause its advisors and representatives who receive Information to Parent pursuant agree to, hold all such Information in confidence to the extent required by, and in accordance with, the terms of the Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAgreement.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementSubject to applicable law, upon reasonable notice the Company shall, and its subsidiaries shall cause each Company Subsidiary to, (a) give afford to Parent and its officers, employees, Merger Subsidiary and their respective accountants, actuaries, counsel, financial advisors, sources of financing sources and other agents and representatives (collectively, the "Parent Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, 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 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, and (ii) such other facilities information concerning its businesses, properties and personnel as Parent or Merger Subsidiary shall reasonably request and will use reasonable efforts to all obtain the reasonable cooperation of its Books the Company's officers, employees, counsel, accountants, consultants and Records, whether located on its premises or at another location; (b) permit financial advisors in connection with the investigation of the Company by Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 TimeRepresentatives; provided, however, that no investigation pursuant to this Section 5.3 5.04 shall affect amend or be deemed to modify any representation representations or warranty warranties made by herein or the Company hereinconditions to the obligations of the respective parties to consummate the Merger. Materials furnished to All nonpublic information provided to, or obtained by, Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing in connection with the transactions contemplated herebyhereby shall be "Information" for purposes of the Confidentiality Agreement dated February 24, 1999 between Parent and the Company (the "Confidentiality Agreement"), provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval, and (ii) each of Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties.

Access to Information. Between Subject to applicable law, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (during regular business hours upon reasonable notice) during the period from the date of this Agreement hereof and the earlier of prior to the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, : (ai) 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 buildingsthe properties, officesbooks, contracts, commitments 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes records of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestits Subsidiaries, including without limitation financial statementsall Company Intellectual Property (including access to source code, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity but not to interview during normal business hours such officersdetailed information concerning design processes, employeesdesign specifications, accountants, actuaries, counsel and other personnel and Affiliates of the product roadmaps or similar highly sensitive 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 TimeIntellectual Property; provided, however, that no investigation pursuant (1) access to this Section 5.3 source code shall affect or be deemed to modify any representation or warranty made only occur on the premises of the Company in Monrovia, California on Company computers designated by the Company herein. Materials furnished 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 representatives shall be permitted to take notes during such access provided that (A) on each day such notes are taken, Company shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent pursuant personnel and representatives who have a need to this Section 5.3 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 all capitalization and equity compensation information that is necessary for Parent to promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent. The Company agrees to promptly provide to Parent and its accountants, counsel and other representatives copies of such internal financial statements (including Tax Returns and supporting documentation) as may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyreasonably requested.

Access to Information. Between the date of this Agreement Subject to currently existing contractual and the earlier of the Effective Time legal restrictions applicable to IGL (which IGL represents and warrants do not require it to withhold information which is material and adverse to IGL and its Subsidiaries taken as a whole) or the termination of this Agreementto 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), upon reasonable notice the Company IGL and FTX shall, and shall cause each Company Subsidiary of its respective Subsidiaries to, (a) give Parent and its officersafford, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours during the period from the date of this Agreement through the Effective Time, to all the accountants, counsel, financial advisors, officers and other representatives of its buildings, officesthe other reasonable access to, 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 them to make such inspections during normal business hours as they may require; reasonably be requested of, its properties, books, contracts, commitments and records (c) cause 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 furnish Parent and the Parent Representatives such financialother (i) a copy of each report, operatingschedule, technical, actuarial and cost data registration statement and other information with respect 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 Assets and Properties and Taxes personnel as the other may reasonably request. From the date of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 this Agreement through the Effective Time; provided, howeverIGL and FTX shall consult with each other regarding any inquiries made by antitrust regulatory authorities, that no including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 5.3 5.4 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All information obtained by the Company herein. Materials furnished to Parent IGL or FTX pursuant to this Section 5.3 may 5.4 shall be used by Parent for strategic kept confidential in accordance with the Confidentiality Agreement dated July 30, 1997 among IGL, FTX and integration planning purposes relating to accomplishing the transactions contemplated herebyFRP.

Access to Information. Between the date of this Agreement Company shall afford to Parent and the earlier of the Effective Time or the termination of this AgreementSubsidiary and their respective accountants, upon reasonable notice the Company shallcounsel, financial advisors, and shall cause each Company Subsidiary to, other representatives (athe "Parent Representatives") give and Parent and its officers, employees, subsidiaries shall afford to its accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, contracts, commitments, and other facilities records (including, but not limited to, Tax Returns) and during such period shall furnish promptly to all of its Books and Records, whether located on its premises or at one 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning their respective businesses, properties, and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and or Subsidiary or Company, as the Parent Representatives from time to time case may be, shall reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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, provided that no investigation pursuant to this Section 5.3 7.1 shall affect any representations or be deemed warranties made herein or the conditions to modify any representation or warranty made by 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 herein. Materials 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 5.3 may be used 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 for strategic or Company based on the information in such material shall be destroyed (and integration planning purposes relating Parent and Company shall use their respective best efforts to accomplishing 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 transactions contemplated herebyoccurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent and its subsidiaries, taken as a whole.

Access to Information. (a) Between the date of this Agreement hereof and the earlier of the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, and shall cause each of its subsidiaries to, and shall use its reasonable efforts to cause each of the Company Non-Subsidiary Entities to, (ai) give Parent and its officers, employees, accountants, actuaries, authorized representatives (including counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives"auditors) full reasonable access during normal business hours hours, and upon reasonable advance notice in writing, to all of its buildingsproperties, offices, and other facilities and to all books and records of the Company, its Books subsidiaries and Records, whether located on its premises or at another location; the Company Non-Subsidiary Entities and (bii) permit Parent and the Parent Representatives to make such inspections during normal business hours as they Parent may require; (c) cause its officers to reasonably require and furnish Parent with such financial and the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information with respect to the business business, properties and Assets and Properties and Taxes personnel of the Company, its subsidiaries and the Company and each Company Non-Subsidiary Entities as Parent and the Parent Representatives may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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, provided that no investigation pursuant to this Section 5.3 5.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by the Company hereinhereto and all such access shall be coordinated through the Company or its designated representatives, in accordance with such reasonable procedures as they may establish. Materials furnished Between the date hereof and the Effective Time, Parent shall, shall cause each of its subsidiaries to, (i) give the Company and its authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours, and upon reasonable advance notice in writing, to all properties, facilities and books and records of Parent and its subsidiaries and (ii) permit such inspections as the Company may reasonably require and furnish the Company with such financial and operating data and other information with respect to the business, properties and personnel of Parent and its subsidiaries as the Company may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3 may 5.3(a) shall affect or be used deemed to modify any of the representations or warranties made by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyMerger Sub hereto and all such access shall be coordinated through Parent or its designated representatives, in accordance with such reasonable procedures as they may establish.

Access to Information. Between From the date of this Agreement and until the earlier of the Effective Time or the termination date this Agreement is properly terminated in accordance with Article 7, and subject to the requirements of this Agreementany Law, upon reasonable notice including any anti-trust Law, the Company shallwill, and shall will cause each Company Subsidiary to, (a) give Parent of its subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, accountants, actuariesagents, counsel, financing sources and other agents accountants, investment bankers, financial advisors and representatives (collectively, the "“Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives"”) full access access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours hours, to all the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its buildingssubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, offices, and other facilities and to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent Merger Sub and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Purchaser Representatives such financial, operating, technical, actuarial financial and cost operating data and such other information with respect to the business and Assets and Properties and Taxes operations of the Company and each Company Subsidiary its subsidiaries as Parent and Parent, Merger Sub or the Parent Purchaser Representatives may from time to time may reasonably request, including without limitation financial statementsunless such access or provision is otherwise restricted by applicable Law or contract. Unless otherwise required by Law, schedules and work papers; (d) allow each of Parent and Merger Sub will, and will cause the Parent Purchaser Representatives to, hold any such information in confidence in accordance with the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates terms of the Company and each Company Subsidiary with Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of October 26, 2003 (e) assist and cooperate with Parent and the Parent's Representatives in the development of integration plans for implementation by “Confidentiality Agreement”), between Parent and the Company following the Effective Time; provided, however, that no investigation pursuant shall apply to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials all information furnished to Parent pursuant to this Section 5.3 may be used any Purchaser Representative by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyany Company Representative hereunder or thereunder.

Access to Information. Between the date of this Agreement and the earlier Each of the Effective Time or the termination of this Agreement, upon reasonable notice the Company and Parent shall, and shall cause each Company Subsidiary of its Subsidiaries to, (a) give Parent and its officers, employees, accountants, actuaries, counsel, financing sources and afford the other agents and representatives (collectively, the "Parent Representatives") full 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 all of its buildingsand its Subsidiaries’ properties, officesbooks and records (including Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, and other facilities shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to the requesting party consistent with its legal obligations and obligations pursuant to Contracts 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to concerning the business other party’s business, properties and Assets and Properties and Taxes of personnel as the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time requesting party may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation (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 5.3 6.4 shall affect or continue to be deemed to modify any representation or warranty made governed by the Company hereinConfidentiality Agreement which shall remain in full force and effect in accordance with its terms. Materials furnished to Parent pursuant to Nothing in this Section 5.3 may be used by 6.4 shall require the Company or Parent for strategic and integration planning purposes relating to accomplishing permit the inspection of, or to disclose, any Acquisition Proposals or any information regarding or related to the deliberations of the Board of Directors of the Company or Parent with respect to the transactions contemplated herebyby this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company or Parent in connection therewith, in each case, except to the extent such information is being disclosed in the Form S-4 and/or Proxy Statement/Prospectus.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon (a) Upon reasonable notice to the Company Company, the Acquired Companies shall, and shall use reasonable best efforts to cause each Company Subsidiary their Representatives to, (a) give Parent afford Parent’s and its officersMerger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours throughout the Pre-Closing Period, to all their respective Representatives, properties, assets, facilities, books, Contracts, Permits, records (including Tax Returns), reports, correspondence and any other documents and information of its buildingsthe Acquired Companies (whether in physical or electronic form), officesprovided, and other facilities and to all of its Books and Recordsthat, whether located on its premises or at another location; (b) permit Parent and the Parent Representatives to make in each case, such inspections during normal business hours as they access may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect be limited to the business and Assets and Properties and Taxes extent the Company reasonably determines, 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 each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates safety of the Company and each Company Subsidiary with the any Acquired 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’s employee; provided, however, that no investigation the Company shall use its reasonable best efforts to allow for such access or as much of 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 extent the Company reasonably determines such disclosure (i) would jeopardize the attorney-client privilege, (ii) would reasonably be expected to result in a loss of Trade Secret protection or (iii) would contravene any Applicable Law; provided that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. 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 5.3 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 affect or be deemed to modify any representation or warranty made by be Confidential Information (as such term is used in the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may Confidentiality Agreement) and shall be used by Parent for strategic and integration planning purposes relating to accomplishing treated in accordance with the transactions contemplated herebyConfidentiality Agreement.

Access to Information. Between (a) Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its Subsidiaries to, afford to the date officers, employees, accountants, counsel, advisors, agents and other representatives of this Agreement and Purchaser, reasonable access, during normal business hours during the earlier of period prior to the Effective Time or the termination of this AgreementAgreement in accordance with its terms, upon reasonable notice the to all its properties, books, contracts, commitments, personnel and records, and, during such period, Company shall, and shall cause each Company Subsidiary its Subsidiaries to, make available to Purchaser (ai) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents and representatives 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 (collectivelyother than reports or documents that Company is not permitted to disclose under applicable law), the "Parent Representatives"(ii) full access during normal business hours to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information concerning 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 the business and Assets and Properties and Taxes amounts potentially payable to senior executives of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary in connection 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 consummation of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyby 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 shareholders in connection with the transactions contemplated by this Agreement, including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information. Between (a) During the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementPre-Appointment Period, upon reasonable notice notice, the Company shall, shall (and shall cause each Company Subsidiary its Subsidiaries to, (a) give 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, accountants, actuaries, counsel, financing sources properties and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, offices, and other facilities offices and to all of books and records and, during such period, the Company shall (and shall cause its Books and Records, whether located on its premises or at another location; (bSubsidiaries to) permit furnish promptly to Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financialRepresentatives, operatingconsistent with its legal obligations, technical, actuarial and cost data and all other information with respect to the business concerning its business, properties and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company hereinmay 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 obligations with respect to confidentiality if the Company shall have used its commercially reasonable best efforts to obtain 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 information or if such information constitutes attorney work product. Materials furnished Without limiting the foregoing, the Company shall cooperate with Parent and its Representatives in all reasonable respects (including by providing reasonable access to the Company’s and its Subsidiaries’ records, personnel, and customers) in connection with, and shall use its commercially reasonable best efforts to assist Parent pursuant to and its Representatives or, at Parent’s option and expense, an independent third party consultant in their efforts following the date of this Section 5.3 may be used Agreement to, verify information regarding its customers, including, if requested by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyextent 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. Between (a) Upon reasonable notice and subject to applicable laws, each of Parent and Target, for the date purposes of this Agreement verifying the representations and warranties of the other and preparing for the Mergers and the earlier of the Effective Time or the termination of other matters contemplated by this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary of their respective Subsidiaries to, (a) give Parent and its afford to the officers, employees, accountants, actuaries, counsel, financing sources advisors and other agents and representatives (collectivelyof the other party, the "Parent Representatives") full access access, during normal business hours during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of its buildingsproperties, officesbooks, contracts, commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other facilities party in preparing to execute after the Effective Time conversion or consolidation of systems and to all of its Books business operations generally (including by entering into customary confidentiality, non-disclosure and Recordssimilar agreements with such service providers and/or the other party), whether located on its premises or at another location; (b) permit Parent and the Parent Representatives to make and, during such inspections period, during normal business hours and in a manner so as they may require; (c) not to interfere with normal business operations, each of Parent and Target shall, and shall cause its officers respective Subsidiaries to, make available to furnish Parent and the Parent Representatives such financialother party (i) a copy of each report, operatingschedule, technical, actuarial and cost data registration statement and other information with respect document filed or received by it during such period pursuant to the business requirements of federal securities laws or federal or state banking laws (other than reports or documents which it or any of its Subsidiaries is not permitted to disclose under applicable law) and Assets (ii) all other information concerning its and Properties its Subsidiaries’ business, properties and Taxes personnel as the other party may reasonably request. Neither Parent nor Target nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Parent’s or Target’s, as the case may be, customers, jeopardize the attorney-client privilege of the Company and each Company Subsidiary as Parent and institution in possession or control of such information (after giving due consideration to the Parent Representatives from time 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 time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates restrictions 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebypreceding sentence apply.

Access to Information. Between (a) From the date of this Agreement hereof until the Closing Date, Parent and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company Seller shall, and shall cause each Company Subsidiary tothe Asset Transferors and the Acquired Companies, (a) give Parent to afford to the Buyer and its officersand its Representatives, employeesupon reasonable written notice (and with respect to in-person access at the facilities of Parent, accountantsSeller and their respective Subsidiaries during regular business hours, actuarieswhich shall be subject to the consent of Parent, counselin the case of facilities of the Parent Group, financing sources and other agents Seller, in the case of facilities of Seller and representatives 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, the "Parent Representatives"“Risks”) full access during normal business hours to all of its buildingsidentified in) each cybersecurity or information security risk audit, offices, and other facilities and to all of its Books and Records, whether located on its premises assessment or at another location; (b) permit penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the Parent Representatives to make such inspections during normal business hours as they may require; (cAcquired Companies) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business 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 Assets Seller (as applicable) to remediate any such identified Risks and Properties and Taxes (y) any other information that Parent or Seller (as applicable) or its or their Subsidiaries provide or are required to provide to customers of the Company Business regarding Risks, root cause analysis, remediation or other related steps; (iii) all information and access to relevant IT Systems reasonably necessary to the conduct of the Cybersecurity Assessment (as defined herein) pursuant to and in accordance with Section 8.2(b); and (iv) other information and access, in each Company Subsidiary as Parent and case, relating to the Parent Representatives from time to time may requestBusiness, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including without limitation financial statementsany Business Data and any records contemplated to be made available to Buyer as set forth in the definition of Excluded Books and Records; provided, schedules however, that any such access and work papers; review of information shall be conducted in accordance with applicable Law (dincluding any applicable Law relating to antitrust, competition, employment or data privacy matters) allow Parent and, with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the Parent Representatives supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the opportunity facilities of Parent, Seller or their Subsidiaries) and in such a manner as not to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary unreasonably interfere with the Company's 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 with respect to the transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Seller’s prior written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed; ), (ii) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, neither Buyer nor any of its Representatives 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 (eiii) assist 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 the Parent Group with respect to 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 date hereof and cooperate prior to the Closing, Buyer will (1) direct its Representatives not to, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), initiate or reinitiate contact with Parent customers, subscribers or suppliers of Seller specifically and expressly with respect to the Parent'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 development ordinary course of integration plans for implementation by Parent and the Company following the Effective Time; business of Buyer, in each case, except as expressly provided in other Sections of this Agreement (provided, howeverthat, that no investigation notwithstanding the foregoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). All requests by Buyer for access or availability pursuant to this Section 5.3 8.2 shall affect be submitted or be deemed directed exclusively to modify any representation or warranty made the individuals designated by Seller in Section 8.2(a) of the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyParent/Seller Disclosure Letter.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Subject to applicable law, the Company and its subsidiaries shall afford to Parent and its officers, employees, respective accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, contracts, commitments and other facilities records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another such information concerning their respective businesses, properties 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary with or the Company's prior written consent, which consent as the case may be, 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 Timereasonably request; provided, however, that no investigation pursuant to this Section 5.3 8.1 shall affect amend or be deemed to modify any representation representations or warranty warranties made by herein or the conditions to the obligations of the respective parties to consummate the Acquisition. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company herein. Materials and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonpublic documents and information furnished to Parent pursuant or to this Section 5.3 the Company, as the case may be used by Parent for strategic and integration planning purposes relating to accomplishing be, in connection with the transactions contemplated herebyby this Agreement, except that (i) Parent and the 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 (ii) each of Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon (a) Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, the Company and Acquiror shall, and shall cause each Company Subsidiary of its respective Subsidiaries to, (a) give Parent and its afford to the other party’s officers, employeesdirectors, investment bankers, attorneys, accountants, actuariesfinancial advisors, counsel, financing sources agents and other agents and representatives (collectively, the "Parent “Representatives"”) full reasonable access during normal business hours during the period prior to the Effective Time, to all of its buildingsrespective properties, offices, and other facilities and to all of its Books and Recordscontracts, 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 Parent and the Parent Representatives such financialbooks, operatingcommitments, technicalrecords, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes 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 its business, properties and personnel as the Company Subsidiary as Parent and the Parent Representatives from time to time Acquiror may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates . In connection with due diligence that each of the Company and Acquiror will conduct, each Company Subsidiary with of the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; Acquiror and (e) assist and its respective Subsidiaries agrees to cooperate fully with Parent and all reasonable aspects of the Parent's other party’s due diligence process. In this context, cooperation includes making available to the authorized Representatives in the development of integration plans for implementation by Parent and the Company following or Acquiror, as the Effective Timecase 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company hereinor Acquiror, as the case may be, shall use its reasonable best efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. Materials furnished The Company or Acquiror, as the case may be, will use its reasonable best efforts to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing make appropriate substitute disclosure arrangements under circumstances in which the transactions contemplated herebyrestrictions of the preceding sentence apply.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Parent Upon reasonable notice and its subject to applicable Law relating to the exchange of information, the Contributors will cause CBD Investor, the Company and the Company Subsidiaries to: (i) afford to the officers, employees, accountants, actuaries, counsel, financing sources sources, and other agents and representatives (collectivelyof Local Insight, the "Parent Representatives") full access reasonable access, during normal business hours during the period prior to the Closing, to all of its buildingsproperties, officesbooks, contracts, commitments and other facilities records and (ii) make available to all of its Books and RecordsLocal Insight (A) CBD Investor’s, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 ’s and the Company following Subsidiary’s management personnel and accountants, and (B) all other information concerning its business, properties and personnel as Local Insight may reasonably request. In addition, the Effective Time; providedContributors will make available to Local Insight a copy of each report, howeverschedule and other document filed or received by the Contributors, that no investigation CBD Investor, the Company or any Company Subsidiaries during such period pursuant to this Section 5.3 shall affect the requirements of federal or be deemed state Laws applicable to modify any representation such Person (other than reports or warranty made by 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 information where such access or disclosure would jeopardize, in the disclosing party’s reasonable 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. Materials furnished , without the consent of the Company, Local Insight and its Subsidiaries shall not, prior to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyClosing, contact any suppliers to, or customers of, the Company or its Subsidiaries.

Access to Information. Between From and after the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementClosing Date, upon reasonable notice the Company shall, Buyer shall (and shall cause the Company and each Company Subsidiary to, (a) give Parent and of its officers, employees, accountants, actuaries, counsel, financing sources subsidiaries and other agents and representatives (collectivelyAffiliates to), the "Parent Representatives") full access during normal business hours and upon reasonable notice, make available and provide each of the Selling Stockholders and their respective representatives (including, without limitation, counsel and independent auditors) with access to all of its buildings, offices, and other the 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes properties of the Company and each of its subsidiaries and to all 57 information, files, documents and records (written and computer) relating to the Company Subsidiary as Parent or its subsidiaries or any of their businesses or operations for any and all periods prior to or including the Parent Representatives from time Closing Date which such Selling Stockholder (or any Affiliate of such Selling Stockholder) requires with respect to time may requestany reasonable business purpose or in connection with any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any person including any Buyer Indemnified Party or any Selling Stockholders Indemnified Party, and shall (and shall cause the Company and each of its subsidiaries to) cooperate fully with such Selling Stockholder and its representatives (including, without limitation financial statementslimitation, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, its counsel and other independent auditors) in connection with the foregoing, at such Selling Stockholder's sole cost and expense, including, without limitation, by making tax, accounting and financial personnel and Affiliates other appropriate employees and officers of the Company and each of its subsidiaries available to each of the Selling Stockholders and their respective representatives (including, without limitation, counsel and independent auditors), with regard to any reasonable business purpose (including as aforesaid). Without limiting the generality of this Section 6.4, following the Closing, the Selling Stockholders and their representatives shall be given the opportunity to review, comment upon and suggest changes or corrections to any Tax Returns, reports and declarations which include the Company Subsidiary with or any of its subsidiaries prepared by Buyer, Capstar or any Affiliate thereof, including without limitation the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; Company and its subsidiaries (e) assist and cooperate with Parent and the Parent's Representatives work papers used in the development of integration plans for implementation by Parent preparation 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 Company following the Effective Time; provided, however, that filing thereof (but in no investigation pursuant event less than 30 days prior to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebysuch filing).

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Parent Upon reasonable notice and its subject to applicable laws relating to the exchange of information, the Company and the Company’s Subsidiaries shall afford to the officers, employees, accountants, actuaries, counsel, financing sources counsel and other agents and representatives (collectivelyof UCBH, the "Parent Representatives") full access access, during normal business hours during the period prior to the Effective Time, to all of its buildingsthe properties, officesbooks, and other facilities and to all of its Books and Recordscontracts, 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 Parent and the Parent Representatives such financialcommitments, operatingrecords, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates representatives of the Company and each Company Subsidiary with the Company's prior written consent’s Subsidiaries, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and, during such period, the Company and the Parent's Representatives in Company’s Subsidiaries shall make available to UCBH all information concerning the development businesses, properties and personnel of integration plans for implementation by Parent the Company and the Company’s Subsidiaries, as UCBH may reasonably request. UCBH shall use reasonable efforts to conduct its due diligence in a manner that will minimize any disruption of the business of the Company following and the Effective Time; providedCompany’s Subsidiaries. Neither the Company nor any of the Company’s Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of the customers of the Company or any of the Company’s Subsidiaries, howeverjeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, provided that no investigation pursuant the Company or the Company’s Subsidiaries, as the case may be, deliver to this Section 5.3 shall affect or be deemed to modify any representation or warranty made UCBH a written log notifying UCBH of the existence of, and the basis for the withholding by the Company hereinand the Company’s Subsidiaries of, such information. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the transactions contemplated herebyrestrictions of the preceding sentence apply.

Access to Information. Between From and after the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementClosing Date, upon reasonable notice the Company shall, Parent shall (and shall cause the Surviving Corporation and each Company Subsidiary to, (a) give Parent and of its officers, employees, accountants, actuaries, counsel, financing sources Subsidiaries and other agents and representatives (collectivelyAffiliates to), the "Parent Representatives") full access during normal business hours to all and upon reasonable prior notice and in such a manner as will not unreasonably interfere with the conduct of the business of Parent or any of its buildingsSubsidiaries, officesmake available and provide the Representative and each former Securityholder and their respective representatives (including, without limitation, counsel and other independent auditors) with access to the facilities and properties of the Surviving Corporation and each of its Subsidiaries and to all information, files, documents and records (written and computer) relating to the Surviving Corporation or its Subsidiaries or any of its Books their businesses or operations for any and Records, whether located on its premises all periods prior to or at another location; (b) permit Parent and including the Parent Representatives to make such inspections during normal business hours as Closing Date which they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information require with respect to any claim, dispute, action, cause of action, investigation or proceeding of any kind by or against any Person, including such claim, dispute, 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 business Surviving Corporation and Assets each of its Subsidiaries to) cooperate fully with the Representative, such Securityholders and Properties their respective representatives (including, without limitation, counsel and Taxes independent auditors) in connection with the foregoing, 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 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 given the opportunity to review, comment upon and suggest changes or corrections to any Tax Returns, reports and declarations which include the Company Subsidiary as Parent and or any of its Subsidiaries prepared by Parent, Sub, the Parent Representatives from time to time may requestSurviving Corporation or any Affiliate thereof, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and its Subsidiaries (and the work papers used in the preparation 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 Company Subsidiary with case prior to the Company's filing thereof (but in no event less than 15 days prior written consent, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with to such filing). 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 no investigation each Person who receives information pursuant to this Section 5.3 6.3 shall affect or be deemed work together in good faith to modify any representation or warranty made by establish a reasonable agreement relating to the Company herein. Materials furnished to Parent confidentiality of all information provided pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby6.3.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, IDP shall afford to WMT and shall cause each Company Subsidiary toits --------------------- independent accountants to afford to WMT, (a) give Parent and its officers, employees, accountants, actuaries, counsel, financing sources counsel and other agents and representatives (collectivelyrepresentatives, the "Parent Representatives") full reasonable access during normal business hours to all of its buildingsIDP's properties, officesbooks, contracts, commitments and records and to the independent accountants reasonable access to the audit work papers and other facilities records of IDP's accountants; provided, that such access does not materially impair the ability of IDP to conduct its business in the ordinary course. During such period, IDP shall use reasonable efforts to furnish promptly to WMT (a) a copy of each report, schedule and other document filed or received by IDP pursuant to all the requirements of its Books federal and Records, whether located on its premises or at another location; state securities laws and (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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and all other information with respect concerning the business, properties and personnel of IDP as WMT may reasonably request. Pending the Closing (and if this Agreement is terminated, at all times after the date hereof), WMT shall treat as confidential and will not use, submit or disclose to, or make available for inspection by any other person, or allow any other person to the use or disclose, any information, materials, documents, financial statements or other data relating to IDP, its business or its owners. If this Agreement is terminated, WMT shall promptly return to IDP any and Assets and Properties and Taxes all copies of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestsuch material, including without limitation financial statementscopies prepared by WMT. Further, schedules WMT, IDP, IDP Financial, Bynder and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and Xxxxxxx agree that they will not disclose or discuss with any person any information about Xxxxxx-Xxxxx'x arrangements with other personnel and Affiliates resellers 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyequipment.

Access to Information. Between (a) From the date of this Agreement and the earlier of hereof to the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, shall and shall cause each Company Subsidiary toits directors, (a) give Parent and its officers, employees, accountantsauditors and agents to, actuaries(i) afford the directors, counselofficers, financing sources employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and representatives Merger Sub and the anticipated sources of the Financing or any alternative financing (collectively, the "Parent Representatives") full Representatives")reasonable access during normal business hours at reasonable times to all of its buildingsdirectors, officesofficers, employees, representatives, agents, properties, offices and other facilities and to all reasonably required information systems, contracts, books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but only to the extent reasonably necessary, participation in meetings and due diligence sessions and the provision of its Books Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and Recordssimilar documents, whether located on its premises and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or at another location; other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, and legal opinions in each case, as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and (biii) permit 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 to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation the Company shall be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to this Section 5.3 5.5 shall affect or be deemed to modify or update any representation or warranty made by of the representations and warranties of the Company herein. Materials furnished to Parent pursuant to contained in this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAgreement.

Access to Information. Between The Company shall, and shall cause each of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, afford to the Parent and the Acquiror and to their respective officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours from the date hereof until the Closing to all the properties, books, contracts, commitments, personnel, reports and records of this Agreement and or relating to the earlier Company, any of the Effective Time License Subsidiaries or any of the termination Excluded Entities (in the case of this Agreementthe Excluded Entities, upon reasonable notice solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) and during such period the Company shall, and shall cause each Company Subsidiary of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, furnish promptly to the Parent and the Acquiror, and to any other person that the Parent and the Acquiror may reasonably request (a) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources disclosure statement and other agents and representatives (collectivelydocument that relates in whole or in part to this Agreement, the "FCC Licenses or the Acquiror or the Parent Representatives") full access filed by it during normal business hours to all of its buildingssuch period in the Bankruptcy Case, offices, and other facilities and to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent such operating reports, financial reporting packages and other operational and/or financial information sent to management or the Board of Directors or to the banks with whom the Company and the Parent Representatives License Subsidiaries maintain credit facilities or lines of credit or to make such inspections during normal business hours as they may require; the Creditors’ Committee and (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and all other information with respect to concerning its business, properties and personnel as the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time Acquiror may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation nothing in this Section 5.2 or otherwise shall require the Company to furnish to the Acquiror or Parent (i) any materials prepared by the Company’s financial advisors or legal advisors with respect to an Alternative Proposal (as defined herein), (ii) access or information in violation of applicable Law or (iii) access or information relating to (A) any of the Excluded Entities to the extent that such information is not related to Taxes and does not relate to the FCC Licenses (including for these purposes network operations on spectrum encompassed within the FCC Licenses), this Agreement or the Transaction Documents or (B) to the extent that such information is not related to Taxes, the assets and liabilities of the Company or any of the License Subsidiaries to be assigned to or assumed by any of the Excluded Entities pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyBankruptcy Plan.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) From the date hereof until the Effective Time, the Company will (and will cause each of its Subsidiaries to) give Parent and Parent, its officers, employees, accountants, actuaries, counsel, financing sources financial advisors, auditors and other agents and authorized representatives (collectively, the "Parent Representatives") full access during normal business hours to all its offices, properties, books and records and will (and will cause each of its buildingsSubsidiaries to) furnish to Parent, officesits counsel, financial advisors, auditors and other facilities authorized representatives such financial 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with respect to Parent in its investigation of the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and its Subsidiaries. Notwithstanding the Parent Representatives from time to time may requestforegoing, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld required to provide any information which it reasonably believes after consultation with legal counsel it may not provide to Parent by reason of applicable law, rules or delayed; and (e) assist and cooperate with Parent and the Parent's Representatives in the development of integration plans for implementation regulations, which constitutes information protected by Parent and attorney/client privilege, or which the Company following or any of its Subsidiaries is required to keep confidential by reason of any contract, agreement or understanding with third parties entered into prior to the Effective Timedate hereof; provided, however, the Company gives Parent written notice of the fact that no investigation it is withholding information pursuant to this Section 5.3 shall affect or be deemed to modify 6.3. The parties will hold any representation or warranty made by the Company herein. Materials furnished to Parent information obtained pursuant to this Section 5.3 may 6.3 in confidence in accordance with, and shall otherwise be used subject to, the provisions of the 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 acknowledges that all information regarding the Company and its Subsidiaries heretofore provided by Parent the Company has been or will be protected pursuant to the Confidentiality Agreement to the extent provided for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebytherein.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this AgreementUpon reasonable notice, upon reasonable notice (a) the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, (a) give Parent and its afford the officers, directors, employees, accountants, actuaries, counsel, financing sources investment bankers, financial advisors and other agents and representatives (collectively, the "Parent Representatives") full access of Parent reasonable access, during normal business hours throughout the period prior to the Merger Effective Time, to all of its buildingsproperties, officesfacilities, operations, books, contracts, commitments and records (including, but not limited to, Tax Returns and any information relating to any audits or other facilities examinations of such Tax Returns) and to all of its Books personnel (including the Company's environmental, health and Records, whether located on its premises or at another location; safety personnel) and (b) permit Parent shall, and shall cause the Parent Significant Subsidiaries to, afford to the Representatives of the Company, reasonable access to make such inspections senior executives of Parent for the purpose of discussing Parent's business (with reasonable access to the documents related thereto) during normal business hours as they may require; (c) the period prior to the Merger Effective Time. Each party shall, and shall cause its officers Subsidiaries to, in addition to the advance approval requirements set forth in Section 7.3(b), furnish Parent and promptly to the Parent Representatives such financialother (a) access to each report, operating, technical, actuarial and cost data schedule and other information with respect document filed or received by it or any of its Subsidiaries pursuant to the business and Assets and Properties and Taxes 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 each Company Subsidiary its Subsidiaries taken as a whole, or 42 to Parent and its Subsidiaries taken as a whole, as the Parent case may be and (b) access to all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other 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 its Subsidiaries and Representatives from time to, hold in strict confidence all documents and information concerning the other furnished to time may requestit in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, including without limitation financial statementsdated December 13, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers1999, employees, accountants, actuaries, counsel and other personnel and Affiliates of between the Company and each Company Subsidiary with Parent (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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby"Confidentiality Agreement").

Access to Information. Between the date of Except as otherwise stated in this Agreement and the earlier of the Effective Time or the termination of this AgreementSection 6.1, upon reasonable notice and during normal business hours, the Company shall, and shall cause each Company Subsidiary its subsidiaries to, (a) give Parent and its afford to the officers, directors, employees, accountants, actuaries, counsel, financing sources investment bankers, financial advisors and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours of Parent reasonable access, throughout the period prior to the Effective Time of the First Merger, to all of its buildingsproperties, officesbooks, contracts, commitments and other facilities and to all of its Books and Recordsrecords (including, whether located on its premises or at another location; (bbut not limited to, Tax Returns) permit Parent and in a manner that will not disrupt the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes operations of the Company or its relationship with its customers, suppliers or employees. During such period, the Company shall, and shall cause its subsidiaries to, furnish promptly to Parent (i) a copy of each Company Subsidiary as Parent 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 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 Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement. Any such investigation by Parent will not affect the 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 other matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and at the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates request of the Company and each Company Subsidiary discuss its financing arrangements for the First Merger with the CompanyCompany 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 rating of Parent's prior written consentlong-term unsecured debt securities by Moody's Investors Services, which consent Inc. or Standard & Poor's Ratixxx Xxxup. Notwithstanding anything in this Section 6.1 to the contrary, except as required by law (including, but not limited to, a valid and effective subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a federal, state or local, foreign or domestic Governmental Authority), the Company shall not be unreasonably withheld obligated to provide books, records or delayed; documents that the Company is legally or by contract obligated to keep confidential. Each party shall, and shall cause its subsidiaries and Representatives to, hold in strict confidence all Evaluation Material (e) assist and cooperate with Parent and the Parent's Representatives as defined in the development of integration plans for implementation by Parent and Letter Agreement) concerning the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials other parties furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing it in connection with the transactions contemplated herebyby 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. Between Subject to Section 6.3.2, from the date of this Agreement and the earlier of to the Effective Time or the earlier termination of this AgreementAgreement pursuant to Section 8.1, upon reasonable notice the Company shall, shall cause its Subsidiaries to, and shall cause instruct each Company Subsidiary to, (a) give Parent of its and its Subsidiaries' directors, officers, employees, accountants, actuariesconsultants, legal counsel, financing sources advisors, and agents and other agents and representatives (collectively, the "Parent Company Representatives") full access during normal business hours to: (a) provide to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company Merger Sub and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestof their respective officers, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officersdirectors, employees, accountants, actuariesconsultants, counsel legal counsel, advisors, agents and other personnel representatives (collectively, "Parent Representatives," and, each, together with each of the Company Representatives, a "Representative") access at reasonable times, upon reasonable prior notice to the Company or to the Company Representatives, as applicable, to the properties, offices and Affiliates other facilities of the Company and each Company Subsidiary with its Subsidiaries and the Company's prior written consentbooks and records thereof, which consent shall not be unreasonably withheld or delayed; and (eb) assist furnish, or cause to be furnished, such reasonably available information concerning the business, properties, Contracts, assets, Liabilities, personnel and cooperate with other aspects of the Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Parent's Representatives in the development of integration plans for implementation by Parent Company Owned Properties and the Company following Leased Premises, physical inspections of the Effective Time; providedassets of the Company and its Subsidiaries, howeverand contact with the customers, that no vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Parent Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.3 6.3.1 shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the conditions to the obligations of the Parties to consummate the Merger. Notwithstanding the foregoing, the Company herein. Materials furnished shall not be required to Parent pursuant provide access to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating or disclose information where such access or disclosure would contravene any Law, binding Contract to accomplishing which the transactions contemplated herebyCompany is party or any privacy policy applicable to the Company's customer information.

Access to Information. Between the date of this Agreement Upon reasonable notice, CGB and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, Enterbank shall (and shall cause each Company Subsidiary of their respective Subsidiaries to) afford to the other and their representatives and advisors access, (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 during the period prior to the Closing Date, to all the properties, books, contracts, commitments and records of its buildingsCGB (in the case of CGB) and of Enterbank (in the case of Enterbank) and, officesduring such period, each of CGB and Enterbank shall (and shall cause each of their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, schedule, registration statement and other facilities document filed or received by CGB or Enterbank, 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 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 to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent all other information concerning the business, properties and personnel of CGB or of Enterbank, as the Parent Representatives to make case may be, as such inspections during normal business hours as they other party may require; (c) cause its officers to furnish Parent and the Parent Representatives reasonably request. Enterbank will hold any such financial, operating, technical, actuarial and cost data and other information with respect to CGB and its Subsidiaries which is nonpublic in confidence to 58 the business extent required by, and Assets and Properties and Taxes in accordance with, the provisions of the Company letter dated November 12, 1999, between CGB and each Company Subsidiary as Parent Enterbank (the "Confidentiality Agreement"). CGB will hold all such information with respect to Enterbank and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the Parent Representatives from time to time may requestextent required by, including without limitation financial statementsand in accordance with, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates provisions of the Company 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 Enterbank and each Company Subsidiary with its Subsidiaries, as well as to such information of CGB and its Subsidiaries. No investigation by either Enterbank, on the Company's prior written consentone hand, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and CGB, on the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; providedother hand, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic representations and integration planning purposes relating to accomplishing warranties of the transactions contemplated herebyother.

Access to Information. Between From the date of hereof to the Effective Time, but --------------------- subject to applicable confidentiality agreements creating obligations to others and excluding information provided to the Company Board with respect to this Agreement and the earlier of the Effective Time or the termination of this Agreementtransactions contemplated hereby, upon reasonable notice the Company shall, shall cause its subsidiaries, officers, directors and employees to, and shall use its reasonable best efforts to cause each Company Subsidiary its auditors and other agents to, (a) give Parent and its afford the officers, employees, accountants, actuaries, counsel, financing sources auditors and other agents of the Parent, and representatives (collectivelyof and advisors to financing sources, the "Parent Representatives") full reasonable access during normal business hours to all of its buildingsofficers, employees, agents, properties, offices, plants and other facilities and to all books, records (including, without limitation, Tax returns and work papers of its Books the Company's independent auditors) and Recordscontracts, whether located on its premises or at another location; (b) permit and shall furnish the Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financing sources with all financial, operating, technical, actuarial operating and cost other data and other information with respect to as the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives Parent, through its officers, employees or agents, or such financing sources may from time to time may reasonably request. The Company will promptly furnish to the Parent, including without limitation financial statementsat the Parent's expense and subject to the Confidentiality Agreement, schedules a copy of each material document filed or received by it pursuant to the Federal, state, local, and work papers; (d) allow Parent foreign securities laws or Tax laws or any Environmental Laws, and of such other documents as the Parent Representatives may reasonably request. Notwithstanding termination of this Agreement, the opportunity terms of the Confidentiality Agreement shall apply to interview during normal business hours such all information that is furnished under this Agreement by the Company or its agents to the Parent, the Purchaser or any agent thereof. In addition, notwithstanding anything to the contrary in this Section 6.2 or elsewhere in this Agreement, neither the Company nor any of its subsidiaries, officers, directors, employees, accountantsauditors, actuariesagents, counsel representative or advisors shall have any obligation to provide to the Parent or the Purchaser or any of their representatives or advisors any information (i) - regarding litigation or other legal proceedings between the Company or any of its subsidiaries, on the one hand, and the Parent, the Purchaser or any of their affiliates, on the other personnel and Affiliates hand or (ii) regarding the matters set forth in Section -- 6.2 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyDisclosure Letter.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Subject to applicable law, --------------------- the Company and its subsidiaries shall afford to Parent and its officers, employees, Subsidiary and their respective accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives") full and Parent and its subsidiaries shall afford to ---------------------- the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") reasonable access during normal ----------------------- business hours with reasonable notice throughout the period prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other facilities 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 and to all of its Books and Records, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning their respective businesses, properties and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company or Subsidiary with or the Company's prior written consent, which consent as the case may be, 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 Timereasonably request; provided, however, that no investigation pursuant -------- ------- to this Section 5.3 7.1 shall affect amend or be deemed to modify any representation representations or warranty warranties made by 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 herein. Materials and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonpublic documents and information furnished to Parent pursuant and Subsidiary or to this Section 5.3 the Company, as the case may be used by Parent for strategic and integration planning purposes relating to accomplishing be, in connection with the transactions contemplated herebyby this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.

Access to Information. Between Except as otherwise prohibited by applicable law, the terms of any Contract entered into prior to the date hereof, or any other duty of confidentiality owed to another person, or would be reasonably expected to violate any attorney-client privilege (it being understood that the parties shall each use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation), from the date of this Agreement and the earlier of until the Effective Time or Time, F Co, on the termination of this Agreementone hand, and C Co on the other hand, shall (and shall cause their respective subsidiaries to): (i) provide to each other and to their respective officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, “Representatives”) reasonable access, during normal business hours and upon reasonable notice prior notice, to their respective officers, employees, agents, properties, offices and other facilities, and those of their respective subsidiaries, and to the Company books and records thereof; and (ii) furnish promptly to each other such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of themselves as they or their respective Representatives may reasonably request. Notwithstanding the foregoing, C Co and F Co each may impose reasonable restrictions and limitations on access to such officers, employees, agents, properties, offices, facilities, books and records and information, and each shall, and shall cause each Company Subsidiary their respective Representatives to, use their best reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with their respective business or operations (aor those of their subsidiaries) 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary otherwise result in any unreasonable interference with the Company's prior written consentprompt and timely discharge by their respective employees of their normal duties. No party hereto shall be required to provide access to or to disclose information where such access or disclosure would jeopardize that party’s attorney-client privilege, 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 no investigation pursuant to this Section 5.3 shall affect or could reasonably be deemed to modify contravene any representation law, any Contract entered into prior to the date of this Agreement, or warranty made by any other duty of confidentiality owed to another person (it being agreed that the Company herein. Materials furnished parties shall use their reasonable best efforts to Parent pursuant cause such information to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyprovided in a manner that does not cause such violation or jeopardization).

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give The Company and its subsidiaries shall afford to Parent and its officers, employees, Subsidiary and their respective accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of its buildingstheir respective properties (including without limitation to conduct soil, officesgroundwater, ambient air or other environmental testing or analyses), books, contracts, personnel, representatives of or contacts with governmental or regulatory authorities, agencies or bodies, commitments, and records (including, but not limited to, Tax Returns and any and all records or documents which are within the possession of governmental or regulatory authorities, agencies or bodies, and the disclosure of which the Company and its subsidiaries can facilitate or control) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other facilities 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 to all of its Books (ii) such other information concerning their respective businesses, properties and Recordspersonnel as Parent or Subsidiary, whether located on its premises or at another location; (b) permit as the case may be, shall reasonably request. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers hold in strict confidence all non-public documents and information furnished to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary in connection with the Company's prior written consenttransactions contemplated by this Agreement, which consent shall not be unreasonably withheld or delayed; and except that (ei) assist and cooperate with Parent and the Parent's Representatives in the development of integration plans for implementation by Parent , Subsidiary and the Company following may disclose such information as may be necessary in connection with seeking the Effective Time; providedParent Required Statutory Approvals, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebydisclose.

Access to Information. Between From the date of this Agreement and until the earlier of the Effective Time or and the termination of date this AgreementAgreement is properly terminated in accordance with Article 7, upon reasonable notice the Company shallwill, and shall will cause each Company Subsidiary to, (a) give Parent of its subsidiaries and its and their affiliates, and each of their respective officers, directors, employees, accountants, actuariesagents, counsel, financing sources and other agents accountants, investment bankers, financial advisors and representatives (collectively, the "“Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives"”) full access access, upon reasonable notice and during normal business hours hours, to all of its buildings, offices, the offices and other facilities and to all the books and records and personnel of the Company and each of its Books subsidiaries and Records, whether located on will cause its premises or at another location; (b) permit Parent subsidiaries and the Parent Company Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent Parent, Merger Sub and the Parent Purchaser Representatives with such financial, operating, technical, actuarial financial and cost operating data and such other information with respect to the business and Assets and Properties and Taxes operations of the Company and each Company Subsidiary its subsidiaries as Parent and Parent, Merger Sub or the Parent Purchaser Representatives may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow . Each of Parent and Merger Sub will, and will cause the Parent Purchaser Representatives to, treat any such information in accordance with the opportunity to interview during normal business hours such officersterms and 29 conditions of that certain Confidentiality Agreement dated January 20, employees, accountants, actuaries, counsel and other personnel and Affiliates of 2007 between 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 no . No investigation pursuant to this Section 5.3 5.04 shall affect any representations or be deemed warranties of the parties herein or the conditions to modify any representation or warranty made by the obligations of the parties hereto. Neither the Company hereinnor any of its subsidiaries shall be required to provide access to, or disclose, information to the extent such access or disclosure would violate any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing The Company will make appropriate substitute disclosure arrangements under circumstances in which the transactions contemplated herebyrestrictions of the preceding sentence apply.

Access to Information. Between the date of this Agreement and the earlier Each of the Effective Time or the termination of this AgreementCompany, upon reasonable notice the Company HoldCo and ScottishPower shall, and shall cause each Company Subsidiary of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (ai) give Parent provide the other parties and its their respective Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, accountantsagents and accountants of the Company, actuariesHoldCo and ScottishPower, counselas the case may be, financing sources 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 persons (x) a copy of each report, statement, schedule and other agents document filed or received by the Company, HoldCo and representatives ScottishPower, as the case may be, or any of their respective Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (collectivelyy) all other information and data (including, the "Parent Representatives") full access during normal business hours to all without limitation, copies of its buildingsContracts, officesCompany Employee Benefit Plans, and other facilities books and to all of its Books and Records, whether located on its premises or at another location; (brecords) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to concerning the business and Assets and Properties and Taxes operations of the Company Company, HoldCo and each Company Subsidiary ScottishPower, as Parent the case may be, and the Parent Representatives from time to time its Subsidiaries and Joint Ventures as any such party or any of such other persons reasonably may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no . No investigation pursuant to this Section 5.3 paragraph or otherwise shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or any condition to the Company hereinobligations of the parties hereto. Materials furnished to Parent Any such information or material obtained pursuant to this Section 5.3 may SECTION 6.01 that constitutes "REVIEW MATERIAL" (as such term is defined in the letter agreement dated as of October 12, 1998 between the Company and ScottishPower (the "CONFIDENTIALITY AGREEMENT")) shall be used governed by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyterms of the Confidentiality Agreement.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (ai) give Parent Parent, Merger Sub and its their respective officers, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours (subject to reasonable supervision and, at the Company's option, logging of information to which access is provided) to all of its buildings, offices, and other facilities and to all of its Books and RecordsRecords of the Company, whether located on its the premises of the Company or at another location; (bii) permit Parent and the Parent Representatives Merger Sub to make such inspections during normal business hours as they may require; (ciii) cause its officers to furnish Parent and the Parent Representatives Merger Sub such financial, operating, technical, actuarial technical and cost product data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives Merger Sub from time to time may request, including without limitation financial statementsstatements and schedules (provided that, schedules except as required or necessary in connection with the parties' obligations pursuant to Sections 4.3 and work papers4.4, the Company shall not be required to make any technical information (other than technical information of the type typically made available to customers or potential customers) available at any location other than the Company's headquarters and none of such technical information shall be removed from such headquarters (whether in written, electronic or other format) without the prior written consent of the Company); (div) allow Parent and the Parent Representatives Merger Sub the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel employees and other 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 (ev) assist and cooperate with Parent and the Parent's Representatives Merger Sub in the development of integration plans for implementation by Parent and the Company Surviving Corporation following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

Access to Information. Between the date of this Agreement --------------------- and the earlier of the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, its subsidiaries to (a) give afford to Parent and its officers, directors, employees, accountants, actuariesconsultants, legal counsel, financing sources agents and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours and at all other reasonable times to all the officers, employees, agents, properties, (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 its buildingsthe Phase I or Purchaser's other due diligence recommends Phase II investigations including testing and/or sampling of soil, officeswater, air, building materials or other environmental media, Purchaser may conduct such reasonable investigations) offices and other facilities of the Company and its subsidiaries and to 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 its Books and Recordsvessels in the coastwise trade of the United States), 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 it may require; require (and the Company shall cooperate with Parent in any inspections, including, without limitation, environmental due diligence), and (c) cause its officers furnish promptly to furnish Parent and the Parent Representatives such financialits representatives a copy of each report, operatingschedule, technical, actuarial and cost data registration statement and other information with respect document filed by it during such period pursuant to the business requirements of federal or state securities laws and Assets such other information concerning the business, properties, contracts, records and Properties and Taxes personnel of the Company and each its subsidiaries (including financial, operating and other data and information) in the possession of the Company Subsidiary or the Company's counsel, accountants or other consultants or agents as Parent and the Parent Representatives may be reasonably requested, from time to time may requesttime, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates by or on behalf 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give The Company and its subsidiaries shall afford to Parent and its officers, employees, Subsidiary and their respective accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "Parent Representatives") ), and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives"), full access during normal business hours throughout the period after the date hereof and prior to the Effective Time to all of its buildingstheir respective properties, officesbooks, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or which may have a material effect on their respective businesses, properties or personnel, and other facilities and to all of its Books and Records, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business concerning their respective businesses, operations, properties, assets, condition (financial or other) results of operations and Assets and Properties and Taxes of the Company and each Company Subsidiary personnel as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company or Subsidiary with or the Company's prior written consent, which consent as the case may be, shall not be unreasonably withheld or delayedreasonably request; 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, provided that no investigation pursuant to this Section 5.3 8.1 shall affect amend or be deemed to modify any representation representations or warranty warranties made by 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 herein. Materials and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent pursuant and Subsidiary or to this Section 5.3 the Company, as the case may be used by Parent for strategic and integration planning purposes relating to accomplishing be, in connection with the transactions contemplated herebyby this Agreement, except that Parent, Subsidiary and the Company may disclose (i) such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals, the Company Stockholder's Approval and any required third party approvals, (ii) any information that it is required by law or judicial or administrative order to disclose, (iii) any information which is generally available to or known by the public other than as a result of improper disclosure by the receiving party, or (iv) any information which is obtained by the receiving party from a source other than the disclosing party, provided that such source was not bound by a duty of confidentiality to the disclosing party or another party with respect to such information.

Access to Information. Between (a) Subject to applicable Law, the date of this Agreement Company will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and Merger Sub and their respective authorized Representatives and financing sources, during normal business hours and upon reasonable advance notice (i) such access to the earlier offices, facilities, properties, books and records (including information relating to Taxes) of the Effective Time Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company or its Subsidiaries) as Parent or Merger Sub or their financing sources reasonably may request, including access to personnel and properties to enable the termination 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 commercial real estate financings (ii) all information made available prior to the execution of this Agreement, upon reasonable notice the Company shallincluding, and shall cause each Company Subsidiary towithout limitation, all information in data rooms, electronic data rooms or similar locations (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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect subject to the business and Assets and Properties and Taxes execution of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestappropriate confidentiality agreements), including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation pursuant the preparation and receipt of such studies, reports and investigations shall not be a condition to this Section 5.3 Closing, and (iii) all documents that Merger Sub reasonably may request. Notwithstanding the foregoing, Parent, Merger Sub and their respective Representatives and financing sources shall affect not have access to any books, records and other information the disclosure of which would, in the Company’s good faith opinion after consultation with legal counsel, result in the loss of attorney-client privilege with respect to such books, records and other information, or be deemed contravene any Law or Contract to modify any representation or warranty made by which the Company hereinor any of its Subsidiaries is a party. Materials furnished The parties will use their reasonable best efforts to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing make appropriate substitute arrangements under circumstances in which the transactions contemplated herebyrestrictions of the preceding sentence apply.

Access to Information. Between (a) From the date of this Agreement and the earlier of hereof to the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, shall and shall cause each Company Subsidiary toits directors, (a) give Parent and its officers, employees, accountantsauditors and agents to, actuaries(i) afford the directors, counselofficers, financing sources employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and representatives Merger Sub and the anticipated sources of the Financing or any alternative financing (collectivelythe “Parent Representatives”)reasonable access at reasonable times to its directors, the "Parent Representatives") full access during normal business hours to all of its buildingsofficers, officesemployees, representatives, agents, properties, offices and other facilities and to all reasonably required information systems, contracts, books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but only to the extent reasonably necessary, participation in meetings and due diligence sessions and the provision of its Books Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and Recordssimilar documents, whether located on its premises and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or at another location; other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, and legal opinions in each case, as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and (biii) permit 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 to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation the Company shall be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to this Section 5.3 5.5 shall affect or be deemed to modify or update any representation or warranty made by of the representations and warranties of the Company herein. Materials furnished to Parent pursuant to contained in this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyAgreement.

Access to Information. Between the date of this Agreement and the earlier Each of the Effective Time or the termination of this AgreementCompany, upon reasonable notice the Company HoldCo and ScottishPower shall, and shall cause each Company Subsidiary of its Subsidiaries and, so long as consistent with its confidentiality obligations under its Joint Venture agreements, shall use commercially reasonable efforts to cause its Joint Ventures to, throughout the period from the date hereof to the Effective Time, (ai) give Parent provide the other parties and its their respective Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, accountantsagents and accountants of the Company, actuariesHoldCo and ScottishPower, counselas the case may be, financing sources 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 persons (x) a copy of each report, statement, schedule and other agents document filed or received by the Company, HoldCo and representatives ScottishPower, as the case may be, or any of their respective Subsidiaries and Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (collectivelyy) all other information and data (including, the "Parent Representatives") full access during normal business hours to all without limitation, copies of its buildingsContracts, officesCompany Employee Benefit Plans, and other facilities books and to all of its Books and Records, whether located on its premises or at another location; (brecords) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to concerning the business and Assets and Properties and Taxes operations of the Company Company, HoldCo and each Company Subsidiary ScottishPower, as Parent the case may be, and the Parent Representatives from time to time its Subsidiaries and Joint Ventures as any such party or any of such other persons reasonably may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no . No investigation pursuant to this Section 5.3 paragraph or otherwise shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or any condition to the Company hereinobligations of the parties hereto. Materials furnished to Parent Any such information or material obtained pursuant to this Section 5.3 may 6.01 that constitutes "Review Material" (as such term is defined in the letter agreement dated as of October 12, 1998 between the Company and ScottishPower (the "Confidentiality Agreement")) shall be used governed by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyterms of the Confidentiality Agreement.

Access to Information. Between From the date of this Agreement and the earlier of hereof until the Effective Time or the termination of this AgreementDate and subject to applicable Law, upon reasonable advance notice from Parent or Merger Sub, the Company shall, and shall cause each Company Subsidiary to, (ai) give provide to Parent and its Merger Sub (and Parent’s or Merger Sub’s respective officers, directors, employees, accountants, actuariesconsultants, counselfinancial and legal advisors, agents, financing sources and other agents and representatives (representatives, collectively, the "Parent “Representatives"”) full reasonable access during normal business hours to all of its buildings, the offices, properties, books and other facilities records of any Group Company, (ii) furnish to Parent, Merger Sub 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 Parent and the Parent their respective Representatives such financial, operating, technical, actuarial existing financial and cost operating data and other existing information as such persons may reasonably request and (iii) instruct its and its Subsidiaries’ Representatives to reasonably cooperate with respect Parent, Merger Sub and their respective Representatives in their investigation; provided, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties and to the business extent reasonably practicable with the resources readily available to the Company and Assets not burdensome or disruptive to the Company’s business; provided, further, that the Company shall not be required to provide Parent, Merger Sub or any of their respective Representatives with access to any books, records, documents or other information to the extent that (x) such books, records, documents or other information are subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent or Merger Sub, the Company shall use its commercially reasonable efforts to obtain a waiver from such Third Party), (y) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege and Properties and Taxes joint defense or similar doctrines or workarounds would not be available or effective to preserve privilege, or (z) the disclosure of such books, records, documents or other information is prohibited by applicable Law. Nothing in this Agreement shall require any of the Company and each Company Subsidiary as its Subsidiaries to disclose any information to Parent and or Merger Sub to the Parent Representatives from time to time may requestextent such disclosure would, including without limitation financial statementsin the Company’s reasonable discretion, schedules and work papers; (di) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and jeopardize any attorney-client or other personnel and Affiliates legal privilege or (ii) contravene any applicable Law or binding confidentiality obligation of the Company and each Company or any of its Subsidiary with the Company's prior written consentor Affiliate, 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 provided that the Company following the Effective Time; provided, however, that no investigation pursuant has used reasonable best efforts to this Section 5.3 shall affect make appropriate substitute arrangements to permit reasonable disclosure not in violation of such applicable Law or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyobligation.

Access to Information. Between Subject to Section 6.3.2, from the date of this Agreement and the earlier of to the Effective Time or the earlier termination of this AgreementAgreement pursuant to Section 8.1, upon reasonable notice the Company shall, shall cause its Subsidiaries to, and shall cause instruct each Company Subsidiary to, (a) give Parent of its and its Subsidiaries’ directors, officers, employees, accountants, actuariesconsultants, legal counsel, financing sources advisors, and agents and other agents and representatives (collectively, the "Parent “Company Representatives"”) full access during normal business hours to: (a) provide to all of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company Merger Sub and each Company Subsidiary as Parent and the Parent Representatives from time to time may requestof their respective officers, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officersdirectors, employees, accountants, actuariesconsultants, counsel legal counsel, advisors, agents and other personnel representatives (collectively, “Parent Representatives,” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times, upon reasonable prior notice to the Company or to the Company Representatives, as applicable, to the properties, offices and Affiliates other facilities of the Company and each Company Subsidiary with its Subsidiaries and the Company's prior written consentbooks and records thereof, which consent shall not be unreasonably withheld or delayed; and (eb) assist furnish, or cause to be furnished, such reasonably available information concerning the business, properties, Contracts, assets, Liabilities, personnel and cooperate with other aspects of the Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Parent's Representatives in the development of integration plans for implementation by Parent Company Owned Properties and the Company following Leased Premises, physical inspections of the Effective Time; providedassets of the Company and its Subsidiaries, howeverand contact with the customers, that no vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Parent Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.3 6.3.1 shall affect or be deemed to modify any representation or warranty made by contained in this Agreement or the conditions to the obligations of the Parties to consummate the Merger. Notwithstanding the foregoing, the Company herein. Materials furnished shall not be required to Parent pursuant provide access to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating or disclose information where such access or disclosure would contravene any Law, binding Contract to accomplishing which the transactions contemplated herebyCompany is party or any privacy policy applicable to the Company’s customer information.

Access to Information. Between Subject to currently existing --------------------- contractual and legal restrictions applicable to the date Company or any of this Agreement and the earlier of the Effective Time or the termination of this Agreementits Subsidiaries, upon reasonable notice the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, (a) give afford to Parent and its officers, employees, Subsidiaries and each of their accountants, actuaries, counsel, financing sources financial advisors and other agents and representatives (collectively, the "of Parent Representatives") full reasonable access during normal business hours to all of its buildings, officesto, 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 them to make such inspections during normal business hours as they may require; reasonably require of, during the period from the date of this Agreement through the Effective Time, all of their respective properties, books, contracts, commitments and records (c) cause its officers to furnish Parent including engineering records and Tax Returns and the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall cause each of its Subsidiaries to (i) furnish promptly to Parent Representatives such financiala copy of each report, operatingschedule, technical, actuarial and cost data registration statement and other information with respect document filed by it during such period pursuant to the business requirements of federal or state securities laws, (ii) consistent with its legal obligations, furnish promptly to Parent all other information concerning its business, properties and Assets and Properties and Taxes personnel as Parent may reasonably request, (iii) promptly make available to Parent all personnel of the Company and each Company Subsidiary its Subsidiaries knowledgeable about matters relevant to such inspections as reasonably requested by Parent and the Parent Representatives from time (iv) provide reasonable access to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary with the Company's prior written consentfacilities and operations to enable Parent to conduct a health and safety review of the business, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and including the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no right to take samples. No investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All information obtained by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may shall be used by kept confidential in accordance with the Confidentiality Agreement currently existing and in effect between Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.Company (the "Confidentiality Agreement"). -------------------------

Access to Information. Between (a) From the date hereof until the Closing Date, the Company shall afford Parent and its Representatives bound by contractual or fiduciary obligations of this Agreement confidentiality access (including for inspection and copying) at all reasonable times to the earlier Representatives, properties, offices, plants and all other information concerning the business, properties and personnel of each Company Group Member as Parent reasonably may request in conducting its business, accounting and legal review and investigation of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shallGroup, and shall cause each furnish Parent with such financial, operating and other data and information as Parent may reasonably request. The Company Subsidiary to, (a) give agrees to provide to Parent and its officers, employees, accountants, actuaries, counsel, financing sources Representatives copies of internal financial statements and other agents any related work papers and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, offices, and other facilities and to all of its Books and Records, whether located on its premises supporting documentation promptly upon request. No information 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 knowledge obtained in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no any investigation pursuant to this Section 5.3 6.2 shall affect or be deemed to modify any representation or warranty made contained herein or in any Ancillary Agreement or the conditions to the obligations of the parties to consummate the 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 (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 an audit of the Company herein. Materials furnished Group’s financial books and records in order for Parent to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes properly make any required public filings with the SEC relating to accomplishing the transactions contemplated herebyCompany or the Arrangement.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) Subject to applicable law, --------------------- any third party confidentiality agreements and the agreements set forth in Section 6.2(b), between the date hereof and the Effective Time, the Company shall give each of Parent and its officersSubsidiary and their counsel, financial advisors, auditors, and other authorized representatives reasonable access to all 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 buildingsplants, offices, warehouses and other facilities and to all books and records of the Company and its Books and Recordssubsidiaries, whether located on including its premises or at another location; (b) outside auditors, shall permit each of Parent and the Parent Representatives Subsidiary and their respective counsel, financial advisors, auditors and other authorized representatives to make such inspections during normal business hours as they Parent or Subsidiary may require; (c) reasonably require and shall cause the Company's officers or representatives and those of its officers subsidiaries to furnish promptly to Parent or Subsidiary or their representatives such financial and the Parent Representatives such financial, operating, technical, actuarial and cost operating data and other information with respect to the business and Assets and Properties and Taxes properties of the Company and each Company Subsidiary any of its subsidiaries as Parent and the Parent Representatives or Subsidiary may from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no . No investigation pursuant to this Section 5.3 6.2 shall affect any representations or be deemed warranties of the parties herein or the conditions to modify any representation or warranty made by the obligations of the parties hereunder. Information to which the Company herein. Materials furnished shall afford Parent access that pertains to Parent pursuant the Company'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 Company's possession which pertain to this Section 5.3 may be used by Parent for strategic utilities, infrastructure, zoning, environmental condition, the leases, and integration planning purposes relating any other condition affecting the leased properties, and such copies are, to accomplishing the transactions contemplated herebyknowledge of the Company, correct and complete.

Access to Information. Between (A) During the period from the date of this Agreement and the earlier of hereof to the Effective Time or the termination of this AgreementTime, upon reasonable notice the Company shall, and its Subsidiaries shall cause each Company Subsidiary to, (a) give authorize and permit Parent and its officersrepresentatives, employees, accountants, actuaries, counsel, financing sources accountants and other agents counsel to have full and representatives (collectively, the "Parent Representatives") full complete access during normal business hours to all of its buildingsthe properties, officesbooks, 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 facilities financial information (including the work papers, information pertaining to passed adjustments and other information supporting such work papers used to audit the financial statements) and 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business business, affairs, financial condition, assets and Assets and Properties and Taxes liabilities of the Company and each Company Subsidiary its Subsidiaries, as Parent and the Parent Representatives may from time to time may request, including to make copies of such books, records and other documents and to discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and its Subsidiaries, with such third persons, including, without limitation financial statementslimitation, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such their directors, officers, employees, agents, accountants, actuariesattorneys, counsel customers and other personnel creditors, as Parent considers necessary or appropriate for the purposes of familiarizing itself with the assets, liabilities, Mortgage Loans and Affiliates business and operations of the Company and each its Subsidiaries, determining compliance with any of the representations, warranties and covenants of the Company Subsidiary set forth 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 also be authorized and permitted to meet with the employees of the Company or any of its Subsidiaries. The information 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 conduct of 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 no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyits Subsidiaries' businesses.

Access to Information. Between (a) From and after the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice subject to the requirements of applicable Law, the Company shall, and shall cause each Company Subsidiary to, will (ai) give Parent and its officersMerger Sub and their authorized accountants, investment bankers, counsel and other representatives reasonable access (during regular business hours upon reasonable notice) to such 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 buildingsplants, offices, warehouses and other facilities at reasonable times and to all such books, contracts, commitments and records (including Tax returns) of the Company and its Books Subsidiaries as Parent may reasonably request and Recordsinstruct 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, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives Merger Sub to make such inspections during normal business hours as they may reasonably require; , (ciii) cause its officers and those of its Subsidiaries to furnish Parent and the Parent Representatives Merger Sub with such financial, operating, technical, actuarial financial and cost operating data and other information with respect to the business business, properties and Assets and Properties and Taxes personnel of the Company and each Company Subsidiary its Subsidiaries as Parent and the Parent Representatives or Merger Sub may from time to time may reasonably request, including without limitation financial statements(iv) use its commercially reasonable efforts to obtain when available consistent with past practice all unblinded clinical trial data with respect to the clinical trials listed on Section 3.17(e) of the Disclosure Letter, schedules and work papers; the Company shall furnish all such data to Parent promptly upon receipt, and (dv) allow furnish promptly to Parent and the Parent Representatives the opportunity to interview during normal business hours such officersMerger Sub a copy of each report, employees, accountants, actuaries, counsel schedule and other personnel and Affiliates document filed or received by the Company or any of its Subsidiaries during such period pursuant to the requirements of the federal or state securities Laws. Notwithstanding the foregoing, the Company and each Company Subsidiary with the Company's prior written consent, which consent shall not be unreasonably withheld obligated to provide such access, inspections, data or delayed; and other information to the extent that to do so (ex) assist and cooperate with Parent and the Parent's Representatives in the development may cause a waiver of integration plans for implementation by Parent and the Company following the Effective Timean attorney-client privilege or loss of attorney work product protection, or (y) would violate a confidentiality obligation to any Person; provided, however, that no investigation pursuant that Company shall use its reasonable best efforts to this Section 5.3 shall affect obtain any required consents to provide such access, inspections, data or be deemed other information and take such other action (such as the redaction of identifying or confidential information, or by providing such access, inspections, data or other information solely to modify any representation outside counsel, or warranty made executing other documents or taking other action reasonably requested by Parent to avoid the Company herein. Materials furnished loss of attorney-client privilege) as is necessary to provide such access, inspections, data or other information to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyMerger Sub in compliance with applicable law.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the The Company shall, and shall cause each Company Subsidiary to, (a) give afford 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel representatives, reasonable access during the period from the date hereof through the Effective Time to: (i) all of the properties (including for the performance of environmental tests or investigations as Parent may desire), books, contracts, commitments, correspondence and Affiliates records of the Company or any of its Subsidiaries (in each case, whether in physical or electronic form), including all Company Intellectual Property (including access to design processes and methodologies and all source code, provided that each Company Subsidiary individual reviewing source code will enter into a nondisclosure agreement with the Company in a form reasonably acceptable to the Company's prior written consent); (ii) all other information concerning the business and personnel (subject to restrictions imposed by applicable Law) of the Company or any of its Subsidiaries as Parent may reasonably request, which consent shall not be unreasonably withheld including a copy of each report, schedule and other document filed by it with the Canadian Securities Regulators under applicable Canadian Securities Laws and a copy of any communication (including “comment letters”) received by the Company (or delayedany Subsidiaries) from the Canadian Securities Regulators concerning compliance with applicable Canadian Securities Laws; (iii) all Employees (subject to restrictions imposed by applicable law) of the Company or any of its Subsidiaries as identified by Parent; and (eiv) assist all other information concerning its and cooperate with its Subsidiaries’ business, properties and personnel as Parent may reasonably request. The Company agrees to provide to Parent and the Parent's Representatives in the development its accountants, counsel and other representatives copies of integration plans for implementation by internal financial statements (including Tax Returns and supporting documentation) promptly upon request. Parent and will provide the Company following with copies of such publicly available information about Parent as the Effective Time; provided, however, that no Company or any of its Subsidiaries may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.3 6.1 or otherwise shall affect or be deemed to modify any representation or warranty made by contained herein or the Company herein. Materials furnished conditions to Parent pursuant the obligations of the parties to this Section 5.3 may be used by Parent for strategic consummate the Arrangement in accordance with the terms and integration planning purposes relating to accomplishing the transactions contemplated herebyprovisions hereof.

Access to Information. Between The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the date officers, employees, accountants, counsel and other representatives and advisors of this Agreement and Parent, reasonable access, during normal business hours during the earlier of period prior to the Effective Time or the termination of this AgreementTime, upon reasonable notice to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, furnish promptly to Parent (a) give Parent and its officersa copy of each report, employeesschedule, accountants, actuaries, counsel, financing sources registration statement and other agents document filed or received by it during such period pursuant to the requirements of Federal or state securities laws or Federal or state banking or thrift laws (other than reports or documents which the Company or subsidiary is not permitted to disclose under applicable law) and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, offices, and other facilities and to all of its Books and Records, whether located on its premises or at another location; (b) permit all other information concerning its business, properties and 33 personnel as Parent may reasonably request. Parent will, and the Parent Representatives to make such inspections during normal business hours as they may require; (c) will cause its officers to furnish Parent advisors and the Parent Representatives representatives to, hold any such financial, operating, technical, actuarial and cost data and other information with respect which is nonpublic in confidence to the business extent required by, and Assets and Properties and Taxes in accordance with, the terms of the Confidentiality Agreement dated as of January 17, 1995, between the Company and each Company Subsidiary as Parent (the "Confidentiality Agreement"). No investigation by either Parent or Sub shall affect the representations and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates warranties of the Company Company, and each Company Subsidiary with such representation and warranty shall survive such investigation. During the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and period from the Parent's Representatives in the development date of integration plans for implementation by Parent and the Company following this Agreement to the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished shall promptly furnish to Parent pursuant as the same become available and shall cause one or more of its designated representatives with appropriate knowledge of the details reflected in or underlying such financial statements and budgets to this Section 5.3 confer on a regular and frequent basis with Parent: (w) copies of all monthly and quarterly interim financial statements (including budgets and variances from budgets), (x) detailed information regarding monthly deposit flow and FHLB funding, (y) copies of monthly loan production reports, and (z) copies of monthly reports regarding sales of securities products. The Company shall promptly notify Parent of any material change in its business or operations and of any complaints, investigations or hearings (or communications indicating that the same may be used contemplated) by any Governmental Entity, or the institution of the threat of material litigation involving the Company or its Subsidiaries, and shall keep Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyfully informed of all such events.

Access to Information. Between Subject to the date of this Agreement restrictions imposed by the HSR Act, federal and state securities Laws and other Laws, the earlier Company will provide, will cause its Subsidiaries and its and their respective Representatives to provide, and will use reasonable best efforts to cause its Significant Joint Ventures to provide Parent and Merger Sub, prospective purchasers of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give Management Business identified by Parent and its officerstheir respective authorized Representatives, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours and upon reasonable advance notice (a) such access to all of its buildings, the offices, properties, Company Facilities, books and other facilities records of the Company, its Subsidiaries and to all its Significant Joint Ventures (so long as such access does not interfere unreasonably with the business or operations of the Company, its Books Subsidiaries, its Significant Joint Ventures or the Company Facilities) as Parent or Merger Sub reasonably may request and Records, whether located on its premises or at another location; (b) permit 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 the Parent their Representatives shall not have access to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financialany books, operatingrecords, technical, actuarial and cost data documents and other information with respect (i) to the business and Assets and Properties and Taxes 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 and each Company Subsidiary as Parent and the Parent Representatives from time Company’s counsel, be reasonably likely to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 result in the development loss of integration plans for implementation attorney-client privilege or (iii) to the extent required by Parent and the Company following the Effective Time; provided, however, that no investigation Law. All information exchanged pursuant to this Section 5.3 7.3 shall affect or be deemed subject to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyConfidentiality Agreement.

Access to Information. Between (i)Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the date of this Agreement and through the earlier of the Effective Time or Closing Date and the termination of date on which this AgreementAgreement is terminated in accordance with Article VIII, upon reasonable notice the Company shallshall permit, and shall cause each Company Subsidiary toits Subsidiaries to permit, (a) give Parent Purchaser and its officersRepresentatives to have reasonable access, upon reasonable notice, to the offices, facilities, assets, properties, certain management-level employees, accountantsbooks and records of the Company and its Subsidiaries, actuarieswhich access shall be virtual at the discretion of the Company with respect to any books and records, counselContracts, financing sources Tax returns and other agents similar documents and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, officesinformation, and other facilities and shall furnish, or cause to all of its Books and Recordsbe furnished, 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 Parent and the Parent Representatives Purchaser, such financial, operating, technical, actuarial tax and cost operating data and other information with respect to the business such entities and Assets their respective offices, facilities, assets, properties, employees, businesses and Properties and Taxes of the Company and each Company Subsidiary operations as Parent and the Parent Representatives Purchaser shall from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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, howeverthat, Purchaser and its Representatives, subject to compliance with this Section 6.05, shall have actual physical access to the Facilities; provided, further, that no such access to the Facilities shall only be during regular business hours. All access and investigation pursuant to this Section 5.3 6.05 shall affect be coordinated through the Company’s Chief Financial Officer and Chief Executive Officer (each, a “Designated Contact”). Other than the Designated Contacts, the Purchaser is not authorized to and shall not (and shall cause its Affiliates and Representatives to not) contact any officer, director (or be deemed to modify any representation equivalent), employee, supplier, customer, producer, agent, distributor, lender or warranty made by other material business relationship of the Company herein. Materials furnished and its Subsidiaries prior to Parent pursuant the Closing in relation to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the Company, its Subsidiaries or the transactions contemplated herebyby this Agreement without the prior written consent of the Designated Contact, provided that the Company shall have the right to have a representative present during any such contact in the event that the Designated Contact consents to such contact. Such access and investigation shall be conducted at Purchaser’s expense and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and its Subsidiaries. Notwithstanding anything to the contrary contained herein or otherwise, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) jeopardize the attorney-client and work product privileges; provided, that the Company and its Subsidiaries shall use commercially reasonable efforts to disclose such information or materials in a manner that does not jeopardize the applicable privilege; or (ii) contravene any Law or any binding agreement entered into prior to the date of this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) all such access, and information relating thereto, shall constitute “Confidential Information” (as defined in the Confidentiality Agreement) under, and be governed by, the terms and conditions of the Confidentiality Agreement (the “Confidential Information”), (ii) without the prior written consent of the Company, Purchaser shall not contact any employee (other than the Designated Contacts), customer, vendor or supplier, licensor, distributor or broker of the Company or any Subsidiary regarding the Contemplated Transactions, and provided that the Company shall have the right to have a representative present during any such contact in the event that it consents to such contact and (iii) Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Company (which consent may be withheld for any reason).

Access to Information. (a) Between the date of this Agreement and the earlier of Closing Date, the Effective Time or the termination of this AgreementCompany will, during ordinary business hours and upon reasonable notice 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 shallhas 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 shall cause each Company Subsidiary toconditions as may be imposed by such other Person); (ii) permit Parent, (a) give Parent Parent’s Representatives and its officers, employees, accountants, actuaries, financing providers (including prospective providers of financing) and their respective counsel, financing sources auditors and other agents and authorized representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildings, 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 reasonable inspections during normal business hours thereof as they may requirereasonably request; (ciii) cause furnish Parent, Parent’s Representatives and its officers to furnish Parent financing providers (including prospective providers of financing) and the Parent Representatives their respective counsel, auditors and other authorized representatives with such financial, operating, technical, actuarial financial and cost operating data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary Business as Parent and the Parent Representatives such Persons may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 (eiv) assist and cooperate furnish Parent with Parent and a copy of each material report, schedule, or other document relating to the Parent's Representatives in the development of integration plans for implementation Business filed by Parent and the Company following with, or received by the Effective TimeCompany from, any Governmental Entity; provided, however, that no (A) any investigation pursuant to permitted by this Section 5.3 shall affect 8.02 will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or be deemed to modify any representation or warranty made by other Person, (B) the Company hereinor any other Cap Rock Entity will not be required to take any action which would constitute a waiver of 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. Materials furnished to Parent pursuant to Notwithstanding anything in this Section 5.3 may 8.02(a) to the contrary, (x) Parent will not have access to personnel and medical records if such access could, in the 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 used by limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Parent for strategic and integration planning purposes relating will not have the right to accomplishing perform or conduct any other sampling or testing at, in, on, or underneath any of the transactions contemplated herebyfacilities of any Cap Rock Entity.

Access to Information. Between 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 and until the Closing (or the earlier of the Effective Time or the termination of this AgreementAgreement pursuant to Section 10.01), upon reasonable notice the Company shalladvance notice, and Parent shall cause each Company Subsidiary the Companies to, : (a) give Parent and its afford the officers, employeesemployees and authorized agents, accountants, actuaries, counsel, financing sources and other agents counsel and representatives of the Purchaser (collectively, the "Parent Purchaser Representatives") full access reasonable access, during normal business hours hours, to all of its buildings, the offices, and properties, personnel, other facilities and to all books and records of its Books and Recordsthe Companies, whether located on its premises or at another location; (b) permit Parent to use reasonable efforts to afford the Purchaser Representatives reasonable access to the employees, accountants, attorneys and other consultants of the Parent Representatives Companies who have any knowledge relating to make such inspections during normal business hours as they may require; the Companies or any of their respective businesses or operations and (c) cause its officers make available to furnish Parent and the Parent Purchaser Representatives such financial, operating, technical, actuarial additional financial and cost operating data and other information with respect to regarding the business assets, properties and Assets and Properties and Taxes goodwill of the Company and each Company Subsidiary Companies as Parent and the Parent Purchaser or any of the Purchaser Representatives may from time to time may reasonably request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 no investigation (i) the Companies shall not be required to waive any privilege which they may possess in discharging the obligation pursuant to this Section 5.3 6.02, or (ii) the Purchaser and the Purchaser Representatives shall affect not, without the prior written consent of Parent, contact or communicate with any customer, employee, vendor or other business partner of 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 deemed conducted in such a manner so as to modify not interfere unreasonably with the operations of the Companies and that any representation or warranty made by the Company herein. Materials furnished to Parent information disclosed pursuant to this Section 5.3 may 6.02 shall be used by Parent for strategic and integration planning purposes relating subject to accomplishing the transactions contemplated herebyprovisions of Section 6.03.

Access to Information. Between During the date period commencing with the execution and delivery of this Agreement and ending on the earlier to occur of the Effective Time or the termination of this AgreementAgreement pursuant to its terms, upon reasonable notice the Company shall, and shall cause each Company Subsidiary toits Subsidiaries, officers, directors and other Representatives to (ai) give Parent afford Globe and Globe’s Representatives reasonable access during reasonable hours to its officers, employees, accountants, actuaries, counsel, financing sources employees and other agents Representatives and representatives (collectively, the "Parent Representatives") full access during normal business hours to all of its buildingsproperties, offices, and other facilities and to all of books and records to obtain all information concerning its Books and Recordsbusiness as Globe may reasonably request, whether located on its premises or at another location; (bii) permit Parent and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such Globe promptly with all financial, operating, technical, actuarial operating and cost other data and other information with respect to the business and Assets and Properties and Taxes properties of the Company and its Subsidiaries as Globe may reasonably request in writing and (iii) to the extent permitted by Law, furnish promptly each Company Subsidiary as Parent and the Parent Representatives from time to time may requestreport, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel schedule and other personnel document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, the SIC, the DOJ, the FTC or any other Governmental Entity to the extent such report, schedule or other document is material to the Company and Affiliates its Subsidiaries, taken as a whole; provided, that in no event shall any such access, data or information required to be provided pursuant to this Section 5.5(b) include (A) any projections or financial forecasts prepared by the Company or any of its Subsidiaries with respect to the business and properties of the Company and each its Subsidiaries (unless such projections or financial forecasts are disclosed by the Company Subsidiary and its Subsidiaries to a third Person (other than any director or Representative of the Company or any of its Subsidiaries)) or (B) any information described in Section 5.5(b) of the Company Disclosure Schedule; and provided, further, that any such investigation or consultation shall be upon reasonable notice to the Company and conducted in such a manner as not to unreasonably interfere with the operation of the Company's prior written consent’s and its Subsidiaries’ business, which consent shall not be unreasonably withheld or delayed; result in any significant interference with the prompt and (e) assist and cooperate with Parent and timely discharge by the Parent's Representatives in the development employees of integration plans for implementation by Parent and the Company following the Effective Time; providedor its Subsidiaries of their normal duties, however, that no investigation and shall be subject to their respective reasonable security measures and insurance requirements. The Company and Globe shall hold all information received pursuant to this Section 5.3 5.5(b) and pursuant to Section 5.9 confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, this Section 5.5(b) shall affect or be deemed to modify any representation or warranty made by not require the Company herein. Materials furnished or any of its Subsidiaries to Parent pursuant permit any inspection, provide access to or to disclose any information, that would result in (1) the waiver of any applicable attorney-client privilege; provided, that such Person shall have used its commercially reasonable efforts to allow such inspection or disclose such information in a manner that would not result in a waiver of attorney-client privilege, or (2) the violation of any Legal Requirements promulgated by a Governmental Entity, fiduciary duty or Contract entered into prior to the date of this Section 5.3 may be used by Parent for strategic Agreement; provided, that, to the extent possible, the Company and integration planning purposes relating its Subsidiaries shall use their commercially reasonable efforts to accomplishing make appropriate substitute arrangements to permit reasonable disclosure under the transactions contemplated herebycircumstances in which the restrictions in clauses (1) and (2) above apply.

Access to Information. Between the date of this Agreement (a) Upon reasonable notice, SierraWest and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Company shall, BC shall (and shall cause each Company Subsidiary of their respective Subsidiaries to) afford to the other and their representatives and advisors access, (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 during the period prior to the Closing Date, to all the properties, books, contracts, commitments and records of its buildingsSierraWest (in the case of SierraWest) and of BC (in the case of BC) and, officesduring such period, each of SierraWest and BC shall (and shall cause each of their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, schedule, registration statement and other facilities 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 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 to all of its Books and Records, whether located on its premises or at another location; (b) permit Parent all other information concerning the business, properties and personnel of SierraWest or of BC, as the Parent Representatives to make case may be, as such inspections during normal business hours as they other party may require; (c) cause its officers to furnish Parent and the Parent Representatives reasonably request. BC will hold any such financial, operating, technical, actuarial and cost data and other information with respect to SierraWest and its Subsidiaries which is nonpublic in confidence to the business extent required by, and Assets and Properties and Taxes in accordance with, the provisions of the Company letter dated October 27, 1998, between SierraWest and each Company Subsidiary as Parent BC (the "Confidentiality Agreement"). SierraWest will hold all such information with respect to BC and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the Parent Representatives from time to time may requestextent required by, including without limitation financial statementsand in accordance with, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates provisions of the Company 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 each Company Subsidiary with its Subsidiaries, as well as to such information of SierraWest and its Subsidiaries. No investigation by either BC, on the Company's prior written consentone hand, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with Parent and SierraWest, on the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; providedother hand, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic representations and integration planning purposes relating to accomplishing warranties of the transactions contemplated herebyother.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon (a) Upon reasonable notice to the Company Company, the Acquired Companies shall, and shall cause each Company Subsidiary their respective officers, directors, employees and other Representatives to, (a) give Parent afford Parent’s and its Merger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, during normal business hours throughout the Pre-Closing Period, to their respective Representatives, officers, employees, accountantsproperties, actuariesfacilities, counselbooks, financing sources Contracts, records (including Tax returns), reports (including draft and final reports of PricewaterhouseCoopers LLP relating to the 2017 audited financials as and when furnished to the Company), correspondence and any other agents documents and representatives information of the Acquired Companies that is in the possession, custody or control of any of the Acquired Companies or their respective Representatives (collectively, the "Parent Representatives"whether in physical or electronic form) full access during normal business hours to all of its buildings, 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 shall furnish Parent and the Parent Representatives such Merger Sub all financial, operating, technical, actuarial operating and cost other data and other information with respect to the business and Assets and Properties and Taxes of the Company and information, in each Company Subsidiary case, as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such Merger Sub through their officers, employeesemployees or other Representatives, accountantsmay reasonably request in each case, actuaries, counsel and other personnel and Affiliates for reasonable business purposes related to the consummation 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 TimeTransactions; provided, however, that no investigation pursuant any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to this Section 5.3 unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall affect require any of the Acquired Companies to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or be deemed other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to modify permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any representation Applicable Law, fiduciary duty or warranty made by binding confidentiality obligation of any Acquired Company or its Affiliate (so long as the Company herein. Materials furnished has used commercially reasonable efforts to Parent pursuant make appropriate substitute arrangements to this Section 5.3 permit reasonable disclosure not in violation of such Applicable Law, agreement or duty); provided, further, that information shall be disclosed subject to the execution of a joint defense agreement in customary form, and disclosure may be used by Parent limited to external counsel for strategic and integration planning Parent, in each case, to the extent that the Company determines that doing so may be reasonably required for the purposes relating to accomplishing the transactions contemplated herebyof complying with applicable Antitrust Laws.

Access to Information. Between Subject to applicable law xxx existing confidentiality agreements between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreementparties, upon reasonable notice notice, the Company shall, shall (and shall cause each its Subsidiaries to) afford the Investors (and any prospective Ultimate Purchaser that executes a confidentiality agreement reasonably acceptable to the Company, which agreement will provide that, unless otherwise determined by the Company, all contact between such Ultimate Purchaser and the Company Subsidiary toshall be through ADAH) and their directors, (a) give Parent and its officers, employees, accountantsinvestmexx xankers, actuariesattorneys, counsel, financing sources accountants and other agents advisors or representatives, reasonable access, throughout the period prior to the Closing Date, to its employees, properties, books, contracts and representatives (collectivelyrecords and, during such period, the "Parent Representatives"Company shall (and shall cause its Subsidiaries to) full access during normal business hours furnish promptly to the Investors all information concerning its business, properties and personnel as may reasonably be requested by any Investor; provided, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company to violate any of its buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information obligations with respect to confidentiality to a third party if the business and Assets and Properties and Taxes Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) to disclose any privileged information of the Company and each Company Subsidiary as Parent and the Parent Representatives from time or any of its Subsidiaries or (iii) to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other 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 Timeviolate any laws; provided, howeverfurther, that no investigation the Company shall deliver to the Investors a schedule setting in forth in reasonable detail a description of any information not provided to the Investors pursuant to subclauses (i) through (iii) above. All requests for information and access made pursuant to this Section 5.3 5(q) shall affect be directed to the Chief Restructuring Officer or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 such other person as may be used designated by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebysuch person.

Access to Information. Between Except as otherwise prohibited by applicable law, the terms of any Contract entered into prior to the date hereof, or any other duty of confidentiality owed to another person, or would be reasonably expected to violate any attorney-client privilege (it being understood that the parties shall each use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation), from the date of this Agreement and the earlier of until the Effective Time or Time, F Co, on the termination of this Agreementone hand, and C Co on the other hand, shall (and shall cause their respective subsidiaries to): (i) provide to each other and to their respective officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, "Representatives") reasonable access, during normal business hours and upon reasonable notice prior notice, to their respective officers, employees, agents, properties, offices and other facilities, and those of their respective subsidiaries, and to the Company books and records thereof; and (ii) furnish promptly to each other such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of themselves as they or their respective Representatives may reasonably request. Notwithstanding the foregoing, C Co and F Co each may impose reasonable restrictions and limitations on access to such officers, employees, agents, properties, offices, facilities, books and records and information, and each shall, and shall cause each Company Subsidiary their respective Representatives to, use their best reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with their respective business or operations (aor those of their subsidiaries) 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 buildings, 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 Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes of the Company and each Company Subsidiary as Parent and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates of the Company and each Company Subsidiary otherwise result in any unreasonable interference with the Companyprompt and timely discharge by their respective employees of their normal duties. No party hereto shall be required to provide access to or to disclose information where such access or disclosure would jeopardize that party's prior written consentattorney-client privilege, 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 no investigation pursuant to this Section 5.3 shall affect or could reasonably be deemed to modify contravene any representation law, any Contract entered into prior to the date of this Agreement, or warranty made by any other duty of confidentiality owed to another person (it being agreed that the Company herein. Materials furnished parties shall use their reasonable best efforts to Parent pursuant cause such information to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyprovided in a manner that does not cause such violation or jeopardization).

Access to Information. Between (i) Subject to confidentiality obligations that may be applicable to information furnished to the date Company or any of this Agreement its Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information which in the earlier opinion of legal counsel of the Effective Time Company would result in the loss of attorney-client privilege or the termination of this Agreementother privilege from disclosure, upon reasonable notice the Company shall, and shall cause each Company Subsidiary to, (a) give will afford Parent and its officers, employeesfinancial advisors, accountants, actuaries, counsel, financing sources counsel and other agents and representatives (collectively, the "Parent Representatives") full reasonable access during normal business hours hours, upon reasonable notice, in such manner as to all of its buildings, 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 not interfere with the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes operation of the Company and each Company Subsidiary as Parent its Subsidiaries, to the properties, books, records and the Parent Representatives from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other management personnel and Affiliates of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and each Company Subsidiary with personnel of the Company's prior written consent, which consent shall not be unreasonably withheld or delayed; and (e) assist and cooperate with as Parent and the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Timemay reasonably request; provided, howeverthat such access shall not include any invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further that any such access shall be subject to and limited to the extent the Company reasonably determines in good faith, in light of the coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Entity), that no such access would jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.3 shall 4.2(b)(i) will affect or be deemed to modify any representation or warranty made by contained herein or the Company herein. Materials furnished conditions to Parent pursuant the obligations of the Parties to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing consummate the transactions contemplated herebyMerger.

Access to Information. Between During the date period from the execution of this Agreement and through the earlier of the Effective Time or the termination of this AgreementAgreement pursuant to its terms and the Effective Time, upon reasonable notice the Company shallwill, and shall will cause each Company Subsidiary and Nonprofit Organization to, (a) give Parent afford representatives of ANM and its officers, employees, accountants, actuaries, counsel, financing sources and other agents and representatives (collectively, the "Parent Representatives") full reasonable access during normal business hours to all officers, employees, agents and representatives of its buildingsthe Company, offices, the Company Subsidiaries and other facilities the Nonprofit Organizations and to all of its Books and Recordstheir respective properties (including without limitation, whether located on its premises access for the purpose of (i) performing any non-intrusive environmental procedures, investigations or studies, or taking other non-intrusive actions related thereto, in connection with obtaining Phase I Environmental Site Assessments for or at another location; the Real Property and (bii) permit Parent preparing and the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financialcoordinating programs, operating, technical, actuarial and cost data objectives and other information with respect related to the integration of the business and Assets and Properties and Taxes of the Company with the business of ANM and its Affiliates following consummation of the Cash Merger), and will furnish, within a reasonable time, to ANM all information (including extracts and copies of books, records, contracts and other documents, including 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) concerning the operations and business of the Company, any Company Subsidiary as Parent and the Parent Representatives from time to time may requestor any Nonprofit Organization, including without limitation financial statements, schedules and work papers; (d) allow Parent and the Parent Representatives the opportunity access to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other their respective personnel and Affiliates as ANM may reasonably request. In conducting any inspection of any properties of the Company, the Company and each Subsidiaries or the Nonprofit Organizations, neither ANM nor any of its representatives will (A) interfere with the business of the Company, any Company Subsidiary or any Nonprofit Organization conducted at such property, or (B) damage any property or any portion thereof. The Company acknowledges and agrees that ANM will be permitted to contact and have discussions with any vendors, suppliers, tenants and subtenants; provided that ANM provides the Company with reasonable advance notice of its intention to take any of the foregoing actions and ANM agrees to use its reasonable best efforts not to unreasonably interfere with the business of the Company's prior written consent, which consent shall not be unreasonably withheld any Company Subsidiary or delayed; and (e) assist and cooperate with Parent and any Nonprofit Organization in taking any of the Parent's Representatives in the development of integration plans for implementation by Parent and the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated herebyforegoing actions.

Access to Information. Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon Upon reasonable notice and during normal business hours, the Company shall, and shall cause each Company Subsidiary its subsidiaries to, (a) give Parent and its afford to the officers, directors, employees, accountants, actuaries, counsel, financing sources investment bankers, financial advisors and other agents and representatives (collectively, the "Parent Representatives") full access during normal business hours of Parent reasonable access, throughout the period prior to the Effective Time of the First Merger, to all of its buildingsproperties, officesbooks, contracts, commitments and other facilities and to all of its Books and Recordsrecords (including, whether located on its premises or at another location; (bbut not limited to, Tax Returns) permit Parent and in a manner that will not disrupt the Parent Representatives to make such inspections during normal business hours as they may require; (c) cause its officers to furnish Parent and the Parent Representatives such financial, operating, technical, actuarial and cost data and other information with respect to the business and Assets and Properties and Taxes operations of the Company or its relationship with its customers, suppliers or employees. During such period, the Company shall, and shall cause its subsidiaries to, furnish promptly to Parent (i) a copy of each Company Subsidiary as Parent 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 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 Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement. Any such investigation by Parent will not affect the 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 other matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time may request, including without limitation financial statements, schedules and work papers; (d) allow Parent and at the Parent Representatives the opportunity to interview during normal business hours such officers, employees, accountants, actuaries, counsel and other personnel and Affiliates request of the Company and each Company Subsidiary discuss its financing arrangements for the Mergers with the Company's prior written consentCompany and shall furnish promptly to the Company such information concerning its financial condition, which consent together with the final drafts of its financing arrangements for the Mergers. Each party shall, and shall not be unreasonably withheld or delayed; cause its subsidiaries and Representatives to, hold in strict confidence all Evaluation Material (e) assist and cooperate with Parent and the Parent's Representatives as defined in the development of integration plans for implementation by Parent and Letter Agreement) concerning the Company following the Effective Time; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials other parties furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing it in connection with the transactions contemplated herebyby 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").