Common use of Access and Information Clause in Contracts

Access and Information. (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. Each of the Sellers shall afford to the Purchaser and to the Purchaser's financial advisors, legal counsel, accountants, consultants, financing sources, and other authorized representatives access during normal business hours and without material disruption to the Business throughout the period prior to the Closing Date to all its books, documents, records, properties, plants, and personnel that relate to the Business and, during such period, shall furnish as promptly as practicable to the Purchaser (a) From the date hereof until the Closing Datea copy of each report, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secretsschedule, and contractual confidentiality obligationsother document filed or received by them pursuant to the requirements of federal or state securities laws and (b) all other information as the Purchaser reasonably may request in furtherance of the Contemplated Transactions; no investigation pursuant to this Section 5.2 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Contemplated Transactions. Without limiting the foregoing, upon reasonable prior notice, Seller shall afford Buyer (i) Purchaser and its Representatives reasonable accessrepresentatives shall be given such access in order to conduct interviews, during normal business hoursassessments, studies and procedures (including, without limitation, sampling) which Purchaser determines is reasonably necessary to the books and recordsconfirm that it will not incur any liabilities, offices and properties costs or expenses under Environmental Laws as a result of its ownership of the Company, furnish Assets or operation of the Business; and (ii) Purchaser shall have a right to Buyer such additional financial designate any of Purchaser's employees and operational data representatives as a transition team which may work from Sellers' premises in order to facilitate the orderly transfer of the Business to Purchaser in accordance with the terms of this Agreement. Such transition team shall be given full access to Sellers' management and other employees, including through attendance by such management and employees at meetings with the transition team at Purchaser's headquarters (provided that such attendance does not require more than reasonable travel expenses and does not unreasonably interfere with the operation of the Business). Sellers shall, and shall cause their auditors to, provide all information regarding the Company as Buyer may from time Business being purchased hereunder that is required to time reasonably request and make reasonably available to Buyer be included in Purchaser's filings with the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others SEC in connection with the transactions contemplated Contemplated Transactions, including by the Transaction Documents providing relevant financial statements and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementwork papers.

Access and Information. (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Upon reasonable prior notice, Seller shall (and shall cause its Subsidiaries to) afford to Buyer and its Representatives representatives (including, without limitation, directors, officers and employees of Buyer and its affiliates and counsel, accountants and other professionals retained by Buyer) such reasonable access, access during normal business hours, hours throughout the period prior to the books Effective Time to the books, records (including, without limitation, tax returns and recordswork papers of independent auditors), offices contracts, properties, personnel, advisors and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company relating to Seller and its Subsidiaries as Buyer may from time to time reasonably request and shall permit Buyer and its authorized representatives to make such copies thereof as they may reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closingrequest; provided, however, that no investigation pursuant to this Section 5.03 shall affect or be deemed to modify any representation or warranty made herein. In furtherance, and not in limitation of the foregoing, Seller shall make available to Buyer will not be entitled all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Upon reasonable notice, Buyer shall (and shall cause its Subsidiaries to) provide to Seller and its representatives (iincluding, without limitation, directors, officers and employees of Seller and its affiliates and counsel, accountants and other professionals retained by Seller) any such books, records and such other information relating to bids received from others Buyer and its Subsidiaries as Seller may reasonably request, but only to the extent such access and information is reasonably required for the preparation of Seller's Fairness Opinion, for Seller to determine Buyer's ability to perform its obligations under this Agreement or for inclusion in connection with the Proxy Statement to be mailed to Seller's stockholders. Buyer and Seller will not, and will cause their respective representatives not to, use any information obtained pursuant to this Section 5.03 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the Transaction Documents requirements of applicable law, Buyer and Seller will keep confidential, and will cause their respective representatives to keep confidential, all information and analysis documents obtained pursuant to this Section 5.03 unless such information (including financial analysisi) relating was already known to such bidsparty or an affiliate of such party, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) any information the disclosure of which would jeopardize any privilege becomes available to Seller, the Company such party or their respective Affiliatesan affiliate of such party from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) any information is disclosed with the disclosure prior written approval of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any information the disclosure of which would result in a violation of Law. Any such access or requests shall (xparty hereto) to be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect returned to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by party that furnished the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementsame.

Access and Information. (a) From During the period from the date of this Agreement to the Closing, except to the extent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof until for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the Closing Dateother parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, subject or as would reasonably be expected to violate or result in a loss or impairment of any applicable Law attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and subject to any applicable privileges the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (including and will cause the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Transferred Subsidiaries to permit) Representatives of LMC to have reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, access during normal business hourshours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination, and documents of or pertaining to the books Transferred Business, and records, offices reasonable opportunity upon prior notice and properties of the Company, furnish consultation with Parent to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the communicate with employees of the CompanyTransferred Business (PROVIDED that Parent and the Transferred Subsidiaries shall have the right to be present by representative for all such contacts between LMC and any employee of the Transferred Business, Seller whether in person, telephonic or its Affiliates whose assistance and expertise is otherwise), except with respect to DTV, as may be necessary to assist Buyer in connection with Buyer’s preparation permit LMC to, at its sole expense, make, or cause to integrate the Company into Buyer’s organization following the Closing; providedbe made, however, that Buyer will not be entitled to (i) any information relating to bids received from others such investigations thereof as are reasonably necessary in connection with the transactions contemplated by consummation of the Transaction Documents Transactions, and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests Parent shall (xand shall cause the Transferred Subsidiaries to) be supervised by reasonably cooperate with any such Persons as may be designated by Seller investigations; PROVIDED that Parent's designees on the Board of Directors of DTV, subject to their fiduciary duties to DTV and (y) be conducted in such a manner so as not its stockholders, shall take no action to unreasonably interfere with the investigation of DTV by LMC. No information or knowledge obtained in any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) 6.1 or otherwise shall affect or be directed deemed to such Person modify any representation or Persons as may be designated by Seller, and Buyer shall not directly warranty contained herein or indirectly contact any Representative of Seller, delivered pursuant hereto or to modify the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject conditions to the terms and conditions obligations of the Confidentiality Agreementparties hereto to consummate the Transactions.

Access and Information. (a) From Until the date hereof until the Closing DateClosing, subject only to any applicable Law rules and subject regulations of the FCC, Benchmark shall afford to any applicable privileges Mergeco and its representatives (including the attorney-client privilege), trade secrets, accountants and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable counsel) access, during normal business hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the business of Benchmark or its subsidiaries, to the books and all properties, books, records, offices documents and properties returns of the Company, furnish to Buyer such additional financial Benchmark and operational data its subsidiaries and all other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others Benchmark and its subsidiaries together with the opportunity to make copies of such books, records, returns and other documents and to discuss the business of Benchmark and its subsidiaries with such officers, station managerial personnel (including the General Manager, General Sales Manager, Programming Director and Business Manager, or persons performing comparable duties, of each Station), accountants, consultants and counsel for Benchmark as Mergeco deems reasonably necessary or appropriate for the purposes of familiarizing itself with Benchmark and the Stations, including, without limitation, the right to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five (5) Business Days in connection advance and shall be conducted in a manner intended to minimize the disruption to the operations of the Stations; further provided, that Mergeco shall not contact any Station personnel without the express prior consent of the General Partners. In furtherance of the foregoing, Benchmark shall authorize and instruct Arthxx Xxxexxxx XXX to meet with Mergeco and its representatives, including its independent public accountants, to discuss the business and accounts of Benchmark and to make available (with the opportunity to make copies) to Mergeco and its representatives, including its independent public accountants, work papers prepared by Arthxx Xxxexxxx XXX and related to their audit of the consolidated financial statements and tax returns of Benchmark. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement (herein so called) dated September 10, 1996 between Hicks, Muse, Tate & Xursx Xxxorporated and the General Partners until such time as the transactions contemplated by this Agreement have been consummated. Benchmark waives any provisions in the Transaction Documents Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any consummation of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementtransactions contemplated hereby.

Access and Information. (a) From Until the date hereof until the Closing DateClosing, subject only to any applicable Law rules and subject regulations of the FCC, Osboxx xxxll afford to any applicable privileges Mergeco and its representatives (including the attorney-client privilege), trade secrets, accountants and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable counsel) full access, during normal business hours, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the business of Osboxx xx its subsidiaries, to all properties, books, records and returns of Osboxx xxx its subsidiaries and all other information with respect to its business, together with the opportunity to make copies of such books, records and other documents and to discuss the business of Osboxx xxx its subsidiaries with such corporate officers, station managerial personnel (including the General Manager, Station Manager, General Sales Manager, Programming Director, Business Manager and Traffic Manager, or persons performing comparable duties, of each Station), accountants, consultants and counsel for Osboxx xx Mergeco deems reasonably necessary or appropriate for the purposes of familiarizing itself with Osboxx xxx the Stations, including, without limitation, the right to visit each Station at least monthly; provided that such Station visits shall be scheduled at least five business days in advance and shall be conducted in a manner intended to minimize the disruption to the books and records, offices and properties operations of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees Stations. In furtherance of the Companyforegoing, Seller or Osboxx xxxll authorize and instruct Ernst & Young LLP to meet with Mergeco and its Affiliates whose assistance representatives, including its independent public accountants, to discuss the business and expertise is necessary accounts of Osboxx xxx to assist Buyer make available (with the opportunity to make copies) to Mergeco and its representatives, including its independent public accountants, all the work papers of Ernst & Young LLP related to their audit of the consolidated financial statements and tax returns of Osboxx. Xll information provided pursuant to this Agreement shall remain subject in connection with Buyer’s preparation all respects to integrate the Company into Buyer’s organization following the Closing; providedConfidentiality Agreement (herein so called) dated May 30, however1996 between Hicks, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with Muse, Tate & Xursx Xxxorporated and Osboxx xxxil such time as the transactions contemplated by this Agreement have been consummated. Osboxx xxxves any provisions in the Transaction Documents Confidentiality Agreement that would otherwise prohibit the execution of this Agreement and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any consummation of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementtransactions contemplated hereby.

Access and Information. (a) From 6.1.1 Prior to the date hereof until Closing, the Closing DatePurchasers shall be entitled to make or cause to be made such investigation of the Consolidated Companies, subject to any applicable Law and subject to any applicable privileges (including environmental testing, including the attorney-client privilege)testing of soil, trade secretswater and air and other samples, and contractual confidentiality obligationsthe financial and legal condition thereof, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties as each of the CompanyPurchasers deems necessary or advisable, furnish to Buyer and the Corporations and the Sellers shall cooperate with any such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closinginvestigation; provided, however, that Buyer will not be entitled in the case of any such environmental testing on properties leased to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses Consolidated Companies or operations their Affiliates, such testing shall be conducted, if at all, subject to the terms of Sellerthe applicable lease. In furtherance of the foregoing, but not in limitation thereof, the Company Sellers and the Corporations shall (a) permit the Purchasers and their agents and representatives or cause them to be permitted to have full and complete access to the premises, books and records of the Consolidated Companies upon reasonable not ice during regular business hours, (b) furnish or cause to be furnished to the Purchasers such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Consolidated Companies as the Purchasers shall request from time to time and (c) cause their respective Affiliates accountants (subject to the execution of such documents as shall be reasonably requested by such accountants) to furnish to the Purchasers and the Purchasers' accountants access to all work papers relating to the Consolidated Companies for any of the periods covered by any financial statements delivered to the Purchasers pursuant to this Agreement. Prior to the Closing, the Purchasers shall not (and shall cause their Subsidiaries not contravene to) use any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made obtained pursuant to this Section 6.1(a) shall be directed 6.1 for any purpose unrelated to such Person the transactions described in this Agreement, except to the extent required by law. Except with respect to publicly available documents, in the event that this Agreement is terminated, th e Purchasers will deliver to the Parent Seller all documents obtained by the Purchasers from the Consolidated Companies or Persons as may be designated by Sellerthe Sellers in confidence and any copies thereof in the possession of the Purchasers or their agents and representatives or, and Buyer shall not directly or indirectly contact any Representative at the option of Sellerthe Purchasers, the Company or any of their respective Affiliates without the prior approval Purchasers shall cause all of such designated Person or Persons. Buyer further agrees documents and all of such copies to comply fully with all rules, regulations be destroyed and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or Purchasers shall certify the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject destruction thereof to the terms Corporations and conditions of the Confidentiality AgreementSellers.

Access and Information. (a) From the date hereof until Prior to the Closing Date(and with respect to each of the Additional Subsidiaries, subject prior to any applicable Law the earlier to occur of the time such Additional Subsidiary is conveyed to Newco and subject to any applicable privileges (including the attorney-client privilegeDecember 31, 2009), trade secretsSBC and BellSouth shall each permit the other and the other's representatives to have reasonable access to its Books and Records, officers and contractual confidentiality obligationsSubsidiaries, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to each case (i) any information relating during regular business hours and upon reasonable advance notice to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bidsother, (ii) to the extent that such access does not unreasonably interfere with the business of the SBC Companies or their Subsidiaries or the BellSouth Companies or their Subsidiaries, as the case may be and (iii) to the extent relating to the SBC Companies, the BellSouth Companies and their respective Subsidiaries; provided that any information such representatives shall comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further, that the foregoing shall not (i) require SBC or BellSouth to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of which would jeopardize any privilege available trade secrets of third parties or trade secrets of SBC or BellSouth unrelated to Sellerthe SBC Companies and their Subsidiaries or the BellSouth Companies and their Subsidiaries, as the case may be, or violate any of SBC's, BellSouth's, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause SellerSBC Companies', the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company BellSouth Companies' or any of their respective Affiliates Subsidiaries' legal obligations or obligations with respect to confidentiality if SBC or BellSouth, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (ii) require any disclosure by SBC, BellSouth, the SBC Companies, the BellSouth Companies or any of their Subsidiaries that would be reasonably likely to, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege; provided, that SBC or BellSouth, as the case may be, shall have used its commercially reasonable efforts to effect disclosure without the prior approval waiver of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementattorney-client privilege.

Access and Information. (a) From Seller will give, and cause its Affiliates to give, to Buyer and to its officers, employees, accountants, counsel, environmental consultants and other representatives reasonable access during Seller's or the date hereof until applicable Affiliate's normal business hours throughout the period prior to the Closing Dateto all of Seller's or the applicable Affiliate's properties, subject books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to any applicable Law the Business or the Purchased Assets (but excluding the Excluded Assets and Excluded Liabilities (other than those relating to environmental or occupational health and safety matters) and subject to any limitations that are reasonably required to preserve any applicable privileges (including the attorney-client privilegeprivilege or Third-Party confidentiality obligation), trade secrets. Seller shall assist, and contractual confidentiality obligationscause its Affiliates to assist, upon reasonable prior noticeBuyer in making such investigation and shall cause its counsel, Seller shall afford Buyer and its Representatives reasonable accessaccountants, during normal business hoursengineers, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data consultants and other information regarding the Company as Buyer may from time non-employee representatives to time reasonably request and make be reasonably available to Buyer for such purposes; IT BEING UNDERSTOOD that Buyer shall reimburse Seller or the employees applicable Affiliate promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate in complying with any such request by or on behalf of Buyer. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer LUCENT TECHNOLOGIES/CELESTICA to conduct reasonable environmental studies of the CompanyPremises. In accordance with and subject to the foregoing, Seller or its Affiliates whose assistance and expertise is necessary shall permit environmental consultants retained by Buyer to assist Buyer in connection with Buyer’s preparation to integrate conduct environmental studies of the Company into Buyer’s organization following the Closing; provided, however, Premises that Buyer will are recommended by such consultants (including reasonable intrusive environmental investigations where so recommended) on a basis that does not be entitled to (i) any information relating to bids received from others in connection interfere unreasonably with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any ongoing operations of the businesses or operations of Seller, Business. Seller shall have the Company or their respective Affiliates right to review Buyer's plans for environmental studies/investigations and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above)provide prompt comments. Buyer shall not conduct provide Seller with a copy of any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(areport(s) resulting from Buyer's environmental studies/investigations which shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions same confidentiality obligations as the Reports are in Section 5.10. Seller shall not be bound by any conclusions or recommendations or findings of Buyer's consultants' studies/investigations but such shall constitute non-exclusive evidence of the Confidentiality Agreementinformation, findings, conclusions and recommendations therein. When Buyer's studies/investigations are completed, Buyer shall at its expense reasonably restore the Premises to a state not materially worse than its previous condition.

Access and Information. (a) From For purposes of enabling the Purchaser and MFI to complete their due diligence review, the parties agree that, from and after the date hereof until hereof, for a period ending on the date such review is completed to the Purchaser's sole satisfaction or the Closing Date, subject to any applicable Law and subject to any applicable privileges (including whichever is earlier, the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer permit the Purchaser, MFI and its Representatives reasonable accesstheir counsel, accountants, lenders, investors, agents and other representatives, full access during normal business hours, hours and upon reasonable advance notice to the books Real Estate and records, offices and properties to all of the Companyproperties, books, contracts, commitments and records of the Seller reasonably relating to the Purchased Assets and the Seller's Business, and during such period the Seller shall furnish to Buyer the Purchaser and MFI with all such additional statements (financial and operational data otherwise), records and documents or copies thereof, and other information regarding reasonably relating to operations of the Company Seller's Business as Buyer may the Purchaser and MFI shall, from time to time time, reasonably request and make reasonably available to Buyer request. Without limiting the employees generality of the Companyforegoing, the Seller or its Affiliates whose assistance shall allow the Purchaser and expertise is necessary MFI ongoing access during such period to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any Seller's environmental audits and other information relating to bids received from others environmental matters, periodic management reports, current accounts receivable aging reports, inventory reports, and cash balance reports. The Seller shall allow the Purchaser and MFI to conduct further environmental audits if the Purchaser or MFI so request, to be conducted at Purchaser's and MFI's expense. The Seller shall also allow the Purchaser and its representatives ongoing access during such period to the Seller's Government Contract audits, both internal and external, and other information relating to Government Contract compliance or performance in the areas of financial control or costs, including defective pricing, labor or socio-economic clause implementation, purchasing and subcontract selection or management, security clearances, or other Government Contract requirements, as well as any allegation of violation or noncompliance with any contract provision, regulation, or statute. The Seller shall use its best efforts to cause its independent public accountants, attorneys and other representatives to cooperate with the Purchaser, MFI and their accountants, lenders, investors, agents and other representatives in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure right of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementgranted herein.

Access and Information. Subject to the provisions of Section 7.02, Section 8.03, Section 8.12, Section 17.16 and clause (axi) From the date hereof until the Closing Date, subject to any applicable Law of Schedule 10.01 and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford grant, or cause to be granted, to Buyer and its Representatives reasonable access, access during normal business hours, hours throughout the Interim Period to the books Refinery, the Assets (including for the purpose of performing an update to the Survey) the Refinery Books and recordsRecords (subject to any confidentiality agreements, offices applicable legal restrictions (including employee consents) and properties of the Company, furnish to Buyer such additional financial any applicable legal privileges) and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the CompanySeller Companies for the purposes of business separation, knowledge transfer or other transition-related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a) and evaluating the IT Swapkit and the Process Control Domain. Subject to the provisions of clause (x) and clause (xi) of Schedule 10.01, during the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the Assets and the Operations that may reasonably be requested by Buyer for the purposes of business separation, knowledge transfer or other transition related activities, including any transition activities included in the transition plans created pursuant to Section 8.03(a). Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, and the Refinery Books and Records shall not include, any files, records, contracts or documents of the Seller Companies or their respective Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled relating to (ia) a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and hydrocarbon inventory valuation procedures and records; (b) the negotiation or execution of this Agreement; (c) any information relating to bids received from others the disclosure of which would result in connection with the transactions contemplated by the Transaction Documents and information and analysis a violation of Applicable Law; or (including financial analysis) relating to such bids, (iid) any information the disclosure of which would jeopardize any privilege available to Seller, the Company Seller or their respective Affiliates, (iii) any its Affiliates relating to such information the disclosure of which or would cause Seller, the Company Seller or their respective its Affiliates to breach a material confidentiality obligation or (iv) other material contractual obligation to any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable LawThird Party; provided furtherprovided, however, that, in the case of subsection (d), in the event Seller determines that the provision of any requested access to Buyer would cause Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect or its Affiliates to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling breach a material confidentiality obligation or other invasive investigation activities on material contractual obligation to any property ownedThird Party, leased or used by Seller will take all reasonable steps within its control to obtain the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates requisite waivers or other Persons relief from such obligations in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or order to provide Buyer with the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementrequested access.

Access and Information. (a) From The Sellers and the date hereof until Company shall cause each Subsidiary of the Closing Date, subject Company to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford permit Buyer and its Representatives after the date of this Agreement to have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to the books Real Property, subject to the Company’s reasonable rules and recordsregulations, offices but not the right to perform any invasive or environmental testing or sampling or other “Phase II” investigations, provided that Buyer shall maintain and properties deliver evidence upon request to the Company of adequate insurance before entering any Real Property and indemnify the Company for any physical damage to property caused by Buyer or Buyer’s Representatives in connection with such access by Buyer. Without limiting the generality of the Companyforegoing, furnish until the Closing or the earlier termination of this Agreement, the Company and its Subsidiaries shall permit Buyer’s transition planning team reasonable on-site access to their offices during regular business hours for the purposes of meeting with their management, developing an understanding of the decisions of such management and coordinating and planning the transition of the business and operations of the Company and its Subsidiaries consistent with applicable Legal Requirements. The Company shall furnish, or cause to be furnished, to Buyer such additional any financial and operational operating data and other information regarding with respect to the Company and its Subsidiaries, including without limitation continued access to the online data room (it being understood that Sellers and the Company shall have no obligation to continue to update such online data room), as Buyer may shall from time to time reasonably request and make reasonably available shall maintain or cause to be maintained intact all electronic files and records to the Company and its Subsidiaries in the ordinary and usual course of business consistent with past practices. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 7.1, the Company, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or environmental reviews the written work plan for which had not been previously approved by the Company in its sole discretion, or possible waivers of any applicable attorney-client privileges; or (ii) in the event Buyer is in breach of this Agreement. It is further understood that the employees Company shall be under no obligation to grant Buyer or its representatives any access if such access would unreasonably interfere with the Company and its Subsidiaries’ operations, activities or employees, or if such access would, in the reasonable judgment of the Company, Seller violate applicable antitrust, industrial security, patient privacy or its Affiliates whose assistance and expertise is necessary similar laws. In an effort to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) prevent any information relating to bids received from others in connection with the transactions contemplated interference or disruption caused by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Selleraccess, the Company or their respective Affiliatesmay, (iii) any information at its sole discretion, reasonably limit the disclosure number of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above)individuals visiting its facilities. Buyer shall not conduct any samplingcoordinate all such access with a Company employee who will be identified to Buyer promptly after the execution of this Agreement. Notwithstanding anything to the contrary contained herein, boringprior to the Closing, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall the Company, which may not be directed to such Person or Persons as may be designated by Sellerunreasonably withheld, and Buyer shall not directly or indirectly contact any Representative non-management employee, supplier to or customer of Seller, the Company and its Subsidiaries; provided that the identity of such suppliers and customers shall have been made available to Buyer and provided further that such restrictions shall not apply to any suppliers or customers with which Buyer has a relationship as of the date hereof so long as such contact relates solely to such current relationship and not the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementSubsidiaries.

Access and Information. (aSubject to the provisions of Section 7.03, Section 17.15 and Section 10.03(f) From the date hereof until the Closing Date, subject to any applicable Law of Schedule 10.01 and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford grant, or cause to be granted, to Buyer and its Representatives reasonable access, access during normal business hourshours throughout the Interim Period to the Refinery Books and Records (subject to any confidentiality agreements, applicable legal restrictions (including employee consents) and any applicable legal privileges). Subject to the provisions of Section 10.03(e) and Section 10.03(f) of Schedule 10.01, during the Interim Period, Seller shall use commercially reasonable efforts to furnish, or cause to be furnished, to Buyer and its Representatives data and information concerning the books Assets and the Operations that may reasonably be requested by Buyer for the purposes of business separation or other transition related activities. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to, and the Refinery Books and Records shall not include, any files, records, contracts or documents of the Seller Companies or their respective Affiliates relating to (a) a Seller Company’s or its Affiliate’s inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and hydrocarbon inventory valuation procedures and records, offices and properties ; (b) the negotiation or execution of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closingthis Agreement; provided, however, that Buyer will not be entitled to (ic) any information relating to bids received from others the disclosure of which would result in connection with the transactions contemplated by the Transaction Documents and information and analysis a violation of Applicable Law; or (including financial analysis) relating to such bids, (iid) any information the disclosure of which would jeopardize any privilege available to Seller, the Company Seller or their respective Affiliates, (iii) any its Affiliates relating to such information the disclosure of which or would cause Seller, the Company Seller or their respective its Affiliates to breach a material confidentiality obligation or other material contractual obligation to any Third Party; provided, that, in the case of subsection (iv) d), in the event Seller determines that the provision of any information the disclosure of which requested access to Buyer would result in cause Seller or its Affiliates to breach a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling material confidentiality obligation or other invasive investigation activities on material contractual obligation to any property ownedThird Party, leased or used by Seller will take all reasonable steps within its control to obtain the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates requisite waivers or other Persons relief from such obligations in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or order to provide Buyer with the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementrequested access.

Access and Information. (a) From the date hereof until to the Closing Date, subject the Company shall afford to any applicable Law EGLOBE and subject its officers, employees, accountants, consultants, legal counsel, and other representatives of EGLOBE full and complete access during normal business hours (with reasonable advance notice) to any applicable privileges the properties, books, records, contracts, facilities, premises, and equipment relating to the Assets and the Company (including without limitation, operating and financial information with respect to the attorney-client privilege)Company) as EGLOBE may reasonably request, trade secretsprovided that EGLOBE and its agents, employees and representatives enter into a commercially reasonable confidentiality and nondisclosure agreement with the Company. In the event that EGLOBE determines after the Closing Date that it is necessary or desirable to audit the financial statements of the Company for any period prior to the Closing Date, OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the extent necessary to complete such audit in a timely manner. In addition, the Company and OASIS shall, and contractual confidentiality obligationsshall ensure that their respective affiliates shall, upon reasonable prior noticeafford to EGLOBE and the LLC and their respective officers, Seller shall afford Buyer employees, accountants, consultants and its Representatives reasonable accesslegal counsel, access at any time and from time to time following the date hereof, but during business days and normal business hours, to the books and recordsbooks, offices and properties of the Company, furnish to Buyer such additional financial and operational data records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, OASIS and all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to EGLOBE (provided that the Company and OASIS shall not be obligated to incur more than nominal cost or expense), as Buyer EGLOBE may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including preparation of financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than statements with respect to the restrictions in clause (i) above)business of the Company. Buyer shall not conduct any samplingIn connection with an audit of such financial statements, boringif required, drilling or other invasive investigation activities on any property owned, leased or used by the Company without and its financial and other management agree to provide certain representations in the prior written consent form of Sellera representation letter to BDO Xxxxxxx, LLP, independent certified public accountants, in accordance with generally accepted auditing standards. All requests for The provision of such financial statement representations and information made and assistance shall be reasonably prompt. The Company and OASIS shall ensure that none of such information is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to obtain and make copies of the information. Any document or information produced or disclosed pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, 6.4 in any form is Confidential Information and Buyer EGLOBE and the LLC shall not directly permit the duplication, use, or indirectly contact disclosure of any Representative of Sellersuch Confidential Information by or to any third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of their respective Affiliates without care that such party uses in respect to its own confidential information of like nature, to prevent the prior approval unauthorized disclosure or reproduction of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementinformation.

Access and Information. (a) From The Vendors shall at all times during the period from the date hereof of this Agreement until the Time of Closing Date, subject make available to any applicable Law the Purchaser and subject to any applicable privileges its representatives and advisers for examination all books and records of the Corporation (including minute books and accounting ledgers) in its possession or under its control. The Vendors shall provide copies of the attorney-client privilegeforegoing when reasonably requested by the Purchaser. During the period from the date of this Agreement until the Time of Closing, the Purchaser and its representatives and advisers may access the premises of the Corporation by making arrangements in advance with Meyerowitz or the Corporation’s Vice President, Finance and Operations (each of whom will act on a best efforts basis to allow for such access), trade secretsin order to make such investigations as the Purchaser shall deem advisable, including for purposes of conducting any environmental audits or other investigations. With notice in advance to the Vendors, the Vendors shall also permit such federal, provincial or municipal authorities as the Purchaser may require to inspect the premises or other assets of the Corporation at any time during the period from the date of this Agreement to the Time of Closing. The Vendor shall give such Persons all reasonable means necessary to effect such examinations and contractual confidentiality obligationsinvestigations and shall cause its agents, upon reasonable prior noticeemployees, Seller officers and directors to use their best efforts to aid such Persons in such examinations and investigations. The Vendors consent to the Purchaser making applications and inquiries under any freedom of information legislation (federal, provincial or municipal) and shall afford Buyer sign any documents or forms of consent incidental thereto. The exercise of any rights of access, inspection or examination by or on behalf of the Purchaser shall not effect or mitigate the Vendor’s covenants, representations and warranties in this Agreement. The Vendors shall provide the Purchaser and its Representatives reasonable access, representatives and advisers at all times during normal business hours, the period from the date of this Agreement to the books Time of Closing with an opportunity to meet with the auditors and recordsany employees, offices and properties advisers or personnel of the CompanyCorporation, furnish provided that the Corporation may reasonably refuse to Buyer such additional financial allow the Purchaser to meet with employees and operational data and other information regarding personnel prior to the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees public announcement of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by herein to the Transaction Documents and information and analysis (including financial analysis) relating to extent such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which meetings would result in a violation premature disclosure of Law. Any such access the transactions to the employees and personnel of the Corporation or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to otherwise unreasonably interfere with any the day to day operations of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementCorporation.

Access and Information. (a) From the date hereof until to the Closing Date, subject the Company shall afford to any applicable Law EGLOBE and subject its officers, employees, accountants, consultants, legal counsel, and other representatives of EGLOBE full and complete access during normal business hours (with reasonable advance notice) to any applicable privileges the properties, books, records, contracts, facilities, premises, and equipment relating to the Assets and the Company (including without limitation, operating and financial information with respect to the attorney-client privilege)Company) as EGLOBE may reasonably request, trade secretsprovided that EGLOBE and its agents, employees and representatives enter into a commercially reasonable confidentiality and nondisclosure agreement with the Company. In the event that EGLOBE determines after the Closing Date that it is necessary or desirable to audit the financial statements of the Company for any period prior to the Closing Date, OASIS agrees to cooperate with EGLOBE, the Company and auditors for the Company to the extent necessary to complete such audit in a timely manner. In addition, the Company and OASIS shall, and contractual confidentiality obligationsshall ensure that their respective affiliates shall, upon reasonable prior noticeafford to EGLOBE and the LLC and their respective officers, Seller shall afford Buyer employees, accountants, consultants and its Representatives reasonable accesslegal counsel, access at any time and from time to time following the date hereof, but during business days and normal business hours, to the books and recordsbooks, offices and properties of the Company, furnish to Buyer such additional financial and operational data records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, OASIS and all other companies, divisions or other entities or portions thereof that EGLOBE and the LLC may reasonably request for purposes of preparing audited financial statements pursuant to EGLOBE's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to EGLOBE (provided that the Company and OASIS shall not be obligated to incur more than nominal cost or expense), as Buyer EGLOBE may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including preparation of financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than statements with respect to the restrictions in clause (i) above)business of the Company. Buyer shall not conduct any samplingIn connection with an audit of such financial statements, boringif required, drilling or other invasive investigation activities on any property owned, leased or used by the Company without and its financial and other management agree to provide certain representations in the prior written consent form of Sellera representation letter to BDO Seidman, LLP, independent cerxxxxxx public accountants, in accordance with generally accepted auditing standards. All requests for The provision of such financial statement representations and information made and assistance shall be reasonably prompt. The Company and OASIS shall ensure that none of such information is destroyed during the three year period commencing on the Closing Date unless EGLOBE has been afforded a reasonable opportunity to obtain and make copies of the information. Any document or information produced or disclosed pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, 6.4 in any form is Confidential Information and Buyer EGLOBE and the LLC shall not directly permit the duplication, use, or indirectly contact disclosure of any Representative of Sellersuch Confidential Information by or to any third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by the Company or OASIS in writing prior to any disclosure. EGLOBE and the LLC shall use commercially reasonable diligence, and in no event less than that degree of their respective Affiliates without care that such party uses in respect to its own confidential information of like nature, to prevent the prior approval unauthorized disclosure or reproduction of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementinformation.

Access and Information. (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Upon reasonable prior notice, Seller Fuxxxx ---------------------- shall (and shall cause its Subsidiaries to) afford Buyer Central and its Representatives representatives (including, without limitation, directors, officers and employees of Central and its affiliates and counsel, accountants and other professionals retained by Central) such reasonable access, access during normal business hours, hours throughout the period prior to the books Effective Time to the books, records (including, without limitation, tax returns and recordswork papers of independent auditors), offices contracts, properties, personnel and properties to such other information relating to Fuxxxx xnd its Subsidiaries as Central may reasonably request; PROVIDED, HOWEVER, that no investigation pursuant to this SECTION 4.3 shall affect or be deemed to modify any representation or warranty made herein. Fuxxxx xhall provide Central with true and complete copies of the Company, furnish to Buyer such additional all financial and operational data and other information regarding relating to the Company as Buyer may from time business or operations of Fuxxxx xnd its Subsidiaries that is provided to time reasonably request and make reasonably available to Buyer the employees directors of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer Fuxxxx xnd Fuxxxx Xavings in connection with Buyer’s meetings of their Board of Directors of committees thereof. In furtherance, and not in limitation of the foregoing, Fuxxxx xhall make available to Central all information necessary or appropriate for the preparation to integrate and filing of all real property and real estate transfer tax returns and reports required by reason of the Company into Buyer’s organization following Merger or the Closing; providedBank Merger. Central will not, howeverand will cause its representatives not to, that Buyer will not be entitled to (i) use any information relating obtained pursuant to bids received from others in connection with this SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the Transaction Documents requirements of applicable law, Central will keep confidential, and will cause its representatives to keep confidential, all information and analysis documents obtained pursuant to this SECTION 4.3 unless such information (including financial analysisi) relating was already known to such bidsCentral or an affiliate of Central, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) any information the disclosure of which would jeopardize any privilege becomes available to Seller, the Company Central or their respective Affiliatesan affiliate of Central from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) any information is disclosed with the disclosure prior written approval of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or Fuxxxx xr (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any information the disclosure of which would result in a violation of Law. Any such access or requests shall (xparty hereto) to be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect returned to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by party that furnished the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementsame.

Access and Information. (a) From the date hereof until the Closing DateClosing, subject to the applicable policies and practices of the Funds and any applicable Law Law, the Sellers’ Representative shall and subject shall cause any other relevant members of the Sellers’ Group to any applicable privileges (including afford the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Purchasers’ Representative reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, access to the assets, books and records, offices and properties other facilities and Representatives who have knowledge relating to the Target Business, in each case, in order that the Purchasers’ Representative shall have the opportunity to make such investigation and to make such copies of such information and data as the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time Purchasers’ Representative shall reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer require in connection with Buyerthe Transactions, including the Pre-Closing Reorganization Transactions. The Sellers’ Representative undertakes to make available on a monthly basis after Closing until such time as no longer required to the Purchasers’ Representative such information as it needs to enable the Target Companies listed for this purpose in the Disclosure Letter (which the Sellers’ Representative confirms are the only Target Companies (other than those incorporated in the Netherlands) whose employees take part in any Seller Benefit Plan) to satisfy their obligations to make deductions and recoveries and to account for any amounts payable to a Tax Authority (including withholding tax, social security contributions and similar contributions payable to a tax authority), and to enable any such Target Company to comply with tax reporting and/or disclosure requirements, in either case in connection with any Seller Benefit Plan (to the extent a Company Employee participated in such Seller Benefit Plan at or before Closing), provided that such information is within the control of a member of the Sellers’ Group and, to the extent that a member of the Sellers’ Group has tax reporting or disclosure obligations, the Sellers’ Representative shall inform the Purchasers’ Representative and the Purchasers’ Representative undertakes to then inform the Sellers’ Representative on a monthly basis during such period of any amounts deducted by the Target Companies or withheld on account of Tax or accounted for to the relevant Tax Authority in either case in connection with any such Seller Benefit Plan and to provide such other information as the Sellers’ Representative may reasonably request in connection with the Tax reporting or disclosure requirements of any member of the Sellers’ Group in connection with any such Seller Benefit Plan provided the information is within the Purchasers’ Representative’s preparation to integrate the Company into Buyer’s organization following the Closingcontrol; provided, however, that Buyer will not be entitled in no event shall the Purchasers’ Group have access to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall that (x) be supervised by such Persons as may be designated by Seller and relates solely to a part of the business of the ING Group or its subsidiaries that are not being transferred pursuant to this Agreement, (y) be conducted based on advice of Sellers’ counsel, or in such a manner so as not to unreasonably interfere with Sellers’ reasonable determination, would violate applicable Law or (z) in the reasonable judgment of any member of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene Sellers’ Group could violate any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions obligation of the foregoing provision apply (other than Sellers’ Group with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Sellerconfidentiality. All requests for information made received pursuant to this Section 6.1(a) 5.7 shall be directed to such Person or Persons as may be designated governed by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementAgreement until its termination according to Section 5.13(a) (Confidentiality), and thereafter, shall be governed by Section 5.13(b) (Confidentiality) and Section 5.13(c) (Confidentiality).

Access and Information. (a) From Each member of the date hereof until Granite Group covenants and agrees that, pending the Closing DateClosing, subject to any applicable Law and subject to any applicable privileges (including each member of the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller Granite Group shall afford give Buyer and its Representatives counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives reasonable access, at Buyer's risk and expense, during normal business hourshours throughout the period prior to the Closing Date or the earlier termination of this Agreement, to all of WLAJ's (to the books extent in their possession), WLAJ License, Inc.'s, WLAJ, Inc.'s, WWMT-TV, Inc.'s and recordsGranite's (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement) books, offices records (including all employee files), agreements, reports, and properties other documents and all of the CompanyBroadcasting Assets to be acquired hereunder and shall furnish Buyer, furnish to Buyer such additional financial and operational data its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such period with copies of all information regarding concerning the Company affairs of WLAJ, Inc., WLAJ License, Inc., WWMT-TV, Inc. and Granite (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement, WLAJ License, Inc., WLAJ, Inc. or the Broadcasting Assets, or employment of the WLAJ Employees) as they may reasonably request in order to enable Buyer to make such examinations and investigations thereof as it shall deem necessary, including, without limitation, all contracts, agreements, and leases included in the Broadcasting Assets and any amendments, renewals or other modifications thereof, and each member of the Granite Group will make appropriate officers, employees, attorneys, agents and accountants available to discuss with Buyer and its representatives such aspects of the business and operations of WLAJ (under the Time Brokerage Agreement) as Buyer may from time reasonably require (it being understood that the foregoing shall include such access as Buyer may reasonably require to time reasonably request and make reasonably available the management of Granite to enable Buyer to obtain information about the employees of WLAJ Employees that Buyer will employ after it acquires the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the ClosingBroadcasting Assets); provided, however, that Buyer will not in each instance mutually satisfactory arrangements shall be entitled made in advance in order to (i) any information relating avoid interruption and to bids received from others in connection minimize interference with the transactions contemplated by the Transaction Documents normal business and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementWLAJ.

Access and Information. (a) From Between the date hereof until of this Agreement and the Closing DateEffective Time, subject the Company will give, and shall direct its accountants and legal counsel to any applicable Law give, Purchaser and subject to any applicable privileges its respective authorized representatives (including the attorney-client privilegeincluding, without limitation, its financial advisors, accountants and legal counsel), trade secretsat all reasonable times, access as reasonably requested to all offices and contractual confidentiality obligationsother facilities and to all contracts, upon reasonable prior noticeagreements, Seller shall afford Buyer commitments, books and records of or pertaining to the Company and its Representatives subsidiaries, will permit the foregoing to make such reasonable access, during normal business hours, inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other information with respect to the books and records, offices business and properties of the Company, furnish to Buyer such additional financial Company and operational data and other information regarding the Company its subsidiaries as Buyer Purchaser may from time to time reasonably request request, and make reasonably available (ii) a copy of each material report, schedule and other document filed or received by the Company pursuant to Buyer the requirements of applicable securities laws or the NASD; PROVIDED, HOWEVER, that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege; and PROVIDED FURTHER that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, Purchaser may, upon the prior written approval (which shall not be unreasonably withheld or delayed) of the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, (i) contact any employee of the Company directly, provided that such contact is for informational purposes only and does not unreasonably interfere with such employee's ongoing responsibilities to the Company, and (ii) have access to the Company's offices and facilities; and, following the time of first acceptance of Shares for payment under the Offer, Purchaser shall not be restricted in any manner in contacting employees of the Company or in accessing the Company's offices and facilities. No such access, inspections or furnishing of information shall have any adverse effect on Purchaser's ability to assert that conditions to Closing or to the consummation of the Offer have not been satisfied. Notwithstanding the foregoing, the treatment of such information and documentation shall remain subject to the confidentiality agreement between Parent and the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provideddated September 9, however2005, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller amended, modified or supplemented from time to time (the "CONFIDENTIALITY AGREEMENT"), and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates Purchaser and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer its authorized representatives shall not conduct any environmental sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. Prior to the Closing, the Purchaser has made and shall be entitled to make or cause to be made such investigations of the Seller, and the financial and legal condition of the Purchased Assets, as the Purchaser deems necessary or advisable, and the Seller has cooperated and shall cooperate with any such investigations. Without limiting the generality of any other terms and provisions of this Section 7.1, (a) From the date hereof until Seller has provided a copy of the preliminary title report on the real property with respect to the real property comprising part of the Facilities and the Purchased Assets; (b) APT has audited and shall be entitled to audit and confirm further the status of the finished inventory, parts, work-in-process, and purchase orders of the Seller, to review the Seller’s standard warranty and warranty claims history and expense, to correlate between the list of assets to be purchased and the assets physically present at the Facilities, and to check the assignability of contracts that are material to Seller’s business and which are part of the Purchased Assets; and (c) the Seller has provided a list of Proprietary Rights to APT. In furtherance of the foregoing, but not in limitation thereof, prior to the Closing DateDate the Seller shall permit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the premises, subject to any applicable Law books and subject to any applicable privileges (including records of the attorney-client privilege)Seller upon reasonable notice during regular business hours and shall furnish such existing financial and operating data, trade secretsprojections, forecasts, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, other data relating to the books and records, offices and properties of Seller as the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may Purchaser shall reasonably request from time to time reasonably request and make reasonably available relating to Buyer the employees truth of the Companyrepresentations or warranties, Seller and/or performance of covenants or its Affiliates whose assistance and expertise is necessary conditions provided in this Agreement. Prior to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will the Purchaser shall not be entitled to (i) use any information relating obtained pursuant to bids received from others in connection with this Section 7.1 for any purpose unrelated to the consummation of the transactions contemplated by the Transaction Documents and this Agreement and, if such transactions are not consummated, it will hold all information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made documents obtained pursuant to this Section 6.1(a) 7.1 in confidence in accordance with the Non-Disclosure Agreement dated December 14, 2001 between Microsemi and APT (“Non-Disclosure Agreement”), unless and until such time as such information or documents otherwise become publicly available or as it is advised by legal counsel that any such information or document is required by law to be disclosed. In the event that this Agreement is terminated, the Purchaser will deliver to the Seller all documents so obtained by it and any copies thereof in possession of the Purchaser or its agents and representatives or, at the option of the Purchaser, the Purchaser shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Seller. Upon the Closing, the Non-Disclosure Agreement shall be directed terminated automatically pursuant to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement7.1.

Access and Information. (a) From Repap shall permit Buyer and its representatives after the date of execution of this Agreement to have reasonable access, dur-ing regular business hours and upon reasonable advance notice, to the real property owned or leased by Repap USA and the Subsidiaries and to the officers, key employees, customers, suppliers and parties to material contracts of Repap USA and the Subsidiaries, subject to Repap's reasonable rules and regulations, and shall furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Business and properties of Repap USA and the Subsidiaries as may be reasonably necessary for Buyer and Repap 12 13 to obtain any third party action, consent or approval required hereunder or as Buyer shall from time to time otherwise reasonably request; provided that the foregoing shall not require Repap to permit, prior to Closing, any inspection, or to disclose any information, that (a) relates to its proprietary coating formulas and its groundwood customers or (b) in its reasonable judgment would result in the disclosure of any trade secrets of third parties or violate any of Repap's, Repap USA's or any of the Subsidiaries' obligations with respect to confidentiality if Repap shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. (b) In the event of the termination of this Agreement, Buyer at its own expense shall promptly deliver (without retaining any copies thereof) to Repap, or (at Repap's option) confirm in writing to Repap that it has destroyed all Confidential Information furnished to Buyer or its representatives by Repap, Repap USA, the Subsidiaries or any of their respective agents, employees or representatives as a result hereof until or in connection herewith, whether so obtained before or after the execution hereof, and all analyses, compilations, forecasts, studies or other documents prepared by Buyer or its representatives which contain or reflect any such Confidential Information. Buyer shall at all times prior to the Closing Date, subject and in the event of termination of this Agreement, cause any Confidential Information so obtained to be kept confidential and will not use, or permit the use of, such information in its business or in any applicable Law other manner or for any other purpose except as contemplated hereby and except as required by law. (c) All Confidential Information provided or obtained pursuant to clause (a) above shall be held by Buyer in accordance with and subject to any applicable privileges (including the attorney-client privilege)terms of the confidentiality agreement, trade secretsdated September 24, and contractual confidentiality obligations1996, upon reasonable prior notice, Seller shall afford between Buyer and its Representatives reasonable accessRepap (the "Confidentiality Agreement"). At Closing, during normal the Confidentiality Agreement shall terminate and shall be of no further force and effect except as provided therein. (d) As used in this Agreement, "Confidential Information" means confidential business hoursinformation regarding Repap, to Repap USA or the books Subsidiaries, including customer lists and files, prices and costs, Business and financial records, information relating to personnel contracts and offices and properties positions held, stock ownership, liabilities, litigation and the terms of the Companythis Agreement and any written analysis or other document reflecting such information that such party prepares. However, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will "Confidential Information" shall not be entitled to include: (i) any information relating already in the possession of Buyer prior to bids received September 24, 1996, or information available to Buyer from others public records or from other sources in connection accordance with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, law; (ii) any information that is in the public domain or subsequently enters the public domain otherwise than through disclosure by Buyer or any of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, Buyer's representatives; (iii) any information that is capable of being independently developed by or on behalf of Buyer without reference to the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation Confidential Information; or (iv) any information the disclosure that is acquired from a third party not known by Buyer after reasonable inquiry to be providing such information in breach of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not confidentiality obligation to unreasonably interfere with any of the businesses or operations of SellerRepap, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller Repap USA or the CompanySubsidiaries. (e) Repap agrees that, at Closing, Repap will assign to Buyer acknowledges and agrees that any information received all rights of Repap in connection with this the Confidential Information of Repap USA and the Subsidiaries and will deliver to Buyer copies of any written agreements and documents relating thereto. Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.VI.2

Access and Information. (a) From During the period from the date of this Agreement to the Closing, except to the extent prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof until for which Parent has been unable, despite use of its reasonable best efforts, to obtain a consent or waiver from the Closing Dateother parties thereto (other than any Affiliate of Parent) to enable disclosure to LMC, subject or as would reasonably be expected to violate or result in a loss or impairment of any applicable Law attorney-client or work product privilege (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such violation, loss or impairment), and subject to any applicable privileges the obligations of LMC under the Confidentiality Agreement with respect thereto, Parent will permit (including and will cause the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Transferred Subsidiaries to permit) Representatives of LMC to have reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, access during normal business hourshours and upon reasonable notice to all premises, properties, personnel, books, records, Contracts, commitments, reports of examination, and documents of or pertaining to the books Transferred Business, and records, offices reasonable opportunity upon prior notice and properties of the Company, furnish consultation with Parent to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the communicate with employees of the CompanyTransferred Business (provided that Parent and the Transferred Subsidiaries shall have the right to be present by representative for all such contacts between LMC and any employee of the Transferred Business, Seller whether in person, telephonic or its Affiliates whose assistance and expertise is otherwise), except with respect to DTV, as may be necessary to assist Buyer in connection with Buyer’s preparation permit LMC to, at its sole expense, make, or cause to integrate the Company into Buyer’s organization following the Closing; providedbe made, however, that Buyer will not be entitled to (i) any information relating to bids received from others such investigations thereof as are reasonably necessary in connection with the transactions contemplated by consummation of the Transaction Documents Transactions, and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests Parent shall (xand shall cause the Transferred Subsidiaries to) be supervised by reasonably cooperate with any such Persons as may be designated by Seller investigations; provided that Parent's designees on the Board of Directors of DTV, subject to their fiduciary duties to DTV and (y) be conducted in such a manner so as not its stockholders, shall take no action to unreasonably interfere with the investigation of DTV by LMC. No information or knowledge obtained in any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) 6.1 or otherwise shall affect or be directed deemed to such Person modify any representation or Persons as may be designated by Seller, and Buyer shall not directly warranty contained herein or indirectly contact any Representative of Seller, delivered pursuant hereto or to modify the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject conditions to the terms and conditions obligations of the Confidentiality Agreementparties hereto to consummate the Transactions.

Access and Information. (a) From the date hereof until the Closing DateClosing, subject to, and to the extent permitted by, any applicable Law and subject to Laws, policies, practices, procedures or direction of any applicable privileges (including the attorney-client privilege)Government Entity, trade secretsSeller shall, and contractual confidentiality obligationsshall cause each of the Seller Subsidiaries to, upon reasonable prior notice, Seller shall (i) afford Buyer and its Representatives reasonable representatives (including representatives of entities providing or arranging financing for Buyer) access, during normal regular business hourshours and upon reasonable advance notice, to the books Business Designated Employees, other employees of Seller and recordsits Affiliates who perform functions on behalf of or provide services to the Business, offices the Business Intellectual Property, and properties of the Companyassets, furnish books, properties, systems and records related to the Business, the Pre-Signing Restructuring Transactions or the Post-Signing Restructuring Transactions, (ii) furnish, or cause to be furnished, to Buyer such additional any financial and operational operating data and other information regarding that is available with respect to the Company Business as Buyer may from time to time may reasonably request request, including in connection with the preparation of any audited financial statements or pro forma financial statements that Buyer may be required pursuant to applicable Law to file with or furnish to any Government Entity, in connection with any financing and make reasonably available to in connection with the review, documentation and testing by Buyer of the internal control over financial reporting of the Business and the Transferred Subsidiaries for the purpose of preparing for the compliance by Buyer after the Closing with the reporting and attestation requirements of the Exchange Act, (iii) instruct the employees of the Company, Transferred Subsidiaries and other employees of Seller or and its Affiliates whose assistance who perform functions on behalf of or provide services to the Business, and expertise is necessary Seller's and its Affiliates' counsel, financial advisors and other representatives and agents, to assist cooperate with Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any its investigation of the businesses or operations of SellerBusiness, the Company or including using reasonable best efforts to cause their respective Affiliates accountants to give Buyer access to their work papers (on such customary terms and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) aboveconditions as such accountants may require). Buyer No investigation pursuant to this Section 5.1(a) shall not conduct alter any sampling, boring, drilling representation or other invasive investigation activities on any property owned, leased or used warranty given hereunder by the Company without the prior written consent of Seller. All requests for information and access made pursuant to this Section 6.1(a5.1(a) shall be directed only to such Person or Persons as may be designated by Seller, and Buyer shall not directly be granted to the extent deemed inconsistent with any Law, policy, practice, procedure or indirectly contact direction of any Representative of Government Entity. No request for information or access made pursuant to this Section 5.1 shall be granted to the extent that it would interfere unreasonably with Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons's business. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any All information received in connection with pursuant to this Section 6.1(a5.1(a) will shall be subject to governed by the terms and conditions of the Confidentiality AgreementSection 5.2.

Access and Information. (a) From and after the date hereof of this Agreement and until the Closing Date, subject in all respects to any applicable Law and subject to any applicable privileges (including their compliance with the attorneyterms of the Existing Non-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior noticeDisclosure Agreement, Seller shall afford give to Buyer and its Representatives Affiliates, and their respective officers, employees, accountants, counsel and other representatives, reasonable access, access during Seller’s normal business hours, operating hours to the books Property (and recordsshall coordinate with FRMC in order to ensure FRMC likewise provides Buyer with access to the same), offices books, contracts, commitments, reports of examination and properties of records relating exclusively to the CompanyFoundry Operation, furnish to Buyer such additional financial the Foundry Operation Employees, the Purchased Assets, the Real Property and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the ClosingAssumed Liabilities; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated each case that, if requested by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or Buyer and its Affiliates, and their respective Affiliatesofficers, (iii) any information the disclosure of which would cause Selleremployees, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller accountants, counsel and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) representatives shall be directed to such Person or Persons as may be accompanied at all times by a person designated by Seller, including without limitation Seller’s legal counsel. Seller shall reasonably assist Buyer and Buyer shall not directly or indirectly contact any Representative of Sellerits Affiliates, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or officers, employees, accountants, counsel and other Persons representatives, in respect making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes, provided that Buyer shall reimburse Seller for any out-of-pocket costs arising therefrom. Subsequent to mutual execution of this Agreement, Buyer and Seller shall jointly work together in good faith to prepare and/or revise, prior to the Closing, any of the exhibits and schedules attached to this Agreement to the mutual satisfaction of both, it being acknowledged and agreed that such documents may not be in final form. Seller shall appoint a financial representative, and make its best efforts, to assist Buyer with Buyer’s reasonable requests for additional financial information concerning the Foundry Operation during the period beginning on the Effective Date and ending on the date which is 45 days after the Closing Date, all as necessary to complete an audit of Seller’s financials concerning the Foundry Operation in order to complete Buyer’s required SEC filing (including pursuant to XXX Xxxxxxxxxx 00 XXX 210.3-05 - Financial statements of businesses acquired or its Representatives’ actions while upon, entering or leaving any properties of Seller or to be acquired) which is due no later than 70 calendar days after the CompanyClosing Date. Buyer acknowledges agrees to engage an accounting consultant at its sole cost to determine if the Buyer can be reasonably successful in seeking a waiver from the SEC for audited historical financial statements for the Seller, although Buyer and agrees Seller acknowledge and agree that any information received there shall be no guarantee that the SEC will approve the waiver, if submitted in connection with this Section 6.1(a) will be subject to Buyer’s reasonable discretion based on the terms and conditions advice of the Confidentiality Agreementsuch accounting consultants.

Access and Information. 5.1.1 Prior to the Closing, except to the extent prohibited by applicable Law or by Contracts to which the Seller or any of its Subsidiaries is a party, the Seller will permit (aand will cause each of the other Seller Entities and the Transferred Subsidiaries to permit) From EXECUTION COPY -------------- representatives of the date hereof until Purchasers to have access in the Closing Datemanner set forth on Section 5.1.1 of the Seller's Disclosure Schedule during normal business hours and upon reasonable notice to all premises, subject properties, personnel, books, records, contracts, commitments, reports of examination and documents of or pertaining to each portion of the Water Business, the Transferred Subsidiaries (to the extent relating to any applicable Law portion of the Water Business), the Transferred Assets and the Transferred Liabilities, as may be necessary to permit the Purchasers to, at their sole expense, make, or cause to be made, such investigations of any portion of the Water Business, the Transferred Subsidiaries (to the extent relating to any portion of the Water Business or as otherwise reasonably requested), the Transferred Assets or the Transferred Liabilities (including Phase I Environmental Site Assessments in general conformance with the standards specified by the American Society for Testing and Materials or other non-invasive environmental investigation, where the Purchasers have reasonable grounds to believe that there may be present Regulated Substances, with the assistance of one or more consultants reasonably acceptable to the Seller, and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to Seller's supervision) as the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller Purchasers deem necessary or its Affiliates whose assistance and expertise is necessary to assist Buyer advisable in connection with Buyer’s preparation the consummation of the transactions contemplated by this Agreement (subject to integrate applicable competition and antitrust Laws), and the Company into Buyer’s organization following Seller shall (and shall cause the ClosingSeller Entities and the Transferred Subsidiaries to) reasonably cooperate with any such investigations, including any such non-invasive environmental investigations in the manner set forth on Section 5.1.1 of the Seller's Disclosure Schedule; provided, however, that, in the case of any such investigation of properties leased to any of the Seller Entities or the Transferred Subsidiaries, the investigation shall be conducted, if at all, subject to the terms of the applicable leases (but to the extent applicable, the Seller shall use commercially reasonable efforts to obtain any required consents under such leases; provided, that Buyer will not in no event shall the Seller or any of its Affiliates be entitled required to make payments to third parties under such leases in order to obtain their consent); provided, further, following any environmental investigations, the Purchasers shall, upon request of the Seller, promptly provide to the Seller the laboratory analytical results of such investigations (i) including copies of any related Quality Assurance and Quality Control data), and the Purchasers shall, at their sole expense, restore the property to the condition it was in prior thereto. Anything in the foregoing notwithstanding, any information relating with regard to bids received from others the Retained Business obtained by or provided to the Purchasers or their respective agents or representatives pursuant to this Agreement (including in connection with the transactions contemplated by the Transaction Documents any environmental investigation and information and analysis (including financial analysis) relating to such bidsany materials, (ii) any information the disclosure of which would jeopardize any privilege available to Sellertest results, the Company conclusions or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result reports generated in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(aconnection therewith) shall be directed to such Person or Persons as may be designated by Sellerdeemed "Evaluation Material" under, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of of, the Confidentiality Agreement., and in no event shall the Seller be required to provide access to privileged or attorney work product materials; provided that neither the Purchasers nor the Seller shall be prohibited from using reports of environmental investigations performed pursuant to this Agreement in any negotiation or proceeding between them relating to the interpretation or enforcement of this Agreement; and provided, further, that, while neither the Purchasers nor the Seller intend to waive any attorney-client privilege or work product protection that might otherwise protect any shared information from disclosure, the Purchasers and the Seller intend to work cooperatively in their common defense and response to legal obligations or liabilities that may be associated with the matters identified by such environmental investigations and will maintain a joint defense privilege or common interest attorney-client privilege with respect to any shared attorney-client materials or attorney work product of either the Purchasers or the Seller or any such materials or work product that is developed jointly in connection therewith. EXECUTION COPY --------------

Access and Information. (a) From the date hereof until Prior to the Closing Date(and with respect to each of the Additional Subsidiaries, subject prior to any applicable Law the earlier to occur of the time such Additional Subsidiary is conveyed to Newco and subject to any applicable privileges (including the attorney-client privilegeDecember 31, 2009), trade secretsSBC and BellSouth shall each permit the other and the other's representatives to have reasonable access to its Books and Records, officers and contractual confidentiality obligationsSubsidiaries, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to each case (i) any information relating during regular business hours and upon reasonable advance notice to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bidsother, (ii) to the extent that such access does not unreasonably interfere with the business of the SBC Companies or their Subsidiaries or the BellSouth Companies or their Subsidiaries, as the case may be and (iii) to the extent relating to the SBC Companies, the BellSouth Companies and their respective Subsidiaries; provided, that any information such representatives shall comply with the confidentiality obligations contained herein and in the Confidentiality Agreement and; provided, further that the foregoing shall not (i) require SBC or BellSouth to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of which would jeopardize any privilege available trade secrets of third parties or trade secrets of SBC or BellSouth unrelated to Sellerthe SBC Companies and their Subsidiaries or the BellSouth Companies and their Subsidiaries, as the case may be, or violate any of SBC's, BellSouth's, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause SellerSBC Companies', the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company BellSouth Companies' or any of their respective Affiliates Subsidiaries' legal obligations or obligations with respect to confidentiality if SBC or BellSouth, as the case may be, shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, or (ii) require any disclosure by SBC, BellSouth, the SBC Companies, the BellSouth Companies or any of their Subsidiaries that would be reasonably likely to, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege; provided, that SBC or BellSouth, as the case may be, shall have used its commercially reasonable efforts to effect disclosure without the prior approval waiver of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementattorney-client privilege.

Access and Information. (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller the Sellers Representative shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the CompanyCompany and TS Crude, furnish to Buyer such additional financial and operational data and other information regarding the Company and TS Crude as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller Tall Oak or its their respective Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company and TS Crude into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Tall Oak, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, Tall Oak, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller the Sellers Representative and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of SellerTall Oak, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller Seller, Tall Oak and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Sellerthe Sellers Representative. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Sellerthe Sellers Representative, and Buyer shall not directly or indirectly contact any Representative of Seller, Members, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, Members, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller Seller, any Member or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. (a) From Seller will give, and cause its Affiliates to give, to Buyer and to its officers, employees, accountants, counsel, environmental consultants and other representatives reasonable access during Seller's or the date hereof until applicable Affiliate's normal business hours throughout the period prior to the Closing Dateto all of Seller's or the applicable Affiliate's properties, subject books, contracts, commitments, reports of examination and records (excluding confidential portions of personnel records) directly relating to any applicable Law the Business or the Purchased Assets (but excluding the Excluded Assets and Excluded Liabilities (other than those relating to environmental or occupational health and safety matters) and subject to any limitations LUCENT TECHNOLOGIES/CELESTICA that are reasonably required to preserve any applicable privileges (including the attorney-client privilegeprivilege or Third-Party confidentiality obligation), trade secrets. Seller shall assist, and contractual confidentiality obligationscause its Affiliates to assist, upon reasonable prior noticeBuyer in making such investigation and shall cause its counsel, Seller shall afford Buyer and its Representatives reasonable accessaccountants, during normal business hoursengineers, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data consultants and other information regarding the Company as Buyer may from time non-employee representatives to time reasonably request and make be reasonably available to Buyer for such purposes; it BEING UNDERSTOOD that Buyer shall reimburse Seller or the employees applicable Affiliate promptly for reasonable and necessary out of pocket expenses incurred by Seller or any Affiliate in complying with any such request by or on behalf of Buyer. In accordance with and subject to the foregoing, Seller shall permit environmental consultants retained by Buyer to conduct reasonable environmental studies of the CompanyPremises. In accordance with and subject to the foregoing, Seller or its Affiliates whose assistance and expertise is necessary shall permit environmental consultants retained by Buyer to assist Buyer in connection with Buyer’s preparation to integrate conduct environmental studies of the Company into Buyer’s organization following the Closing; provided, however, Premises that Buyer will are recommended by such consultants (including reasonable intrusive environmental investigations where so recommended) on a basis that does not be entitled to (i) any information relating to bids received from others in connection interfere unreasonably with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any ongoing operations of the businesses or operations of Seller, Business. Seller shall have the Company or their respective Affiliates right to review Buyer's plans for environmental studies/investigations and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above)provide prompt comments. Buyer shall not conduct provide Seller with a copy of any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(areport(s) resulting from Buyer's environmental studies/investigations which shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions same confidentiality obligations as the Reports are in Section 5.10. Seller shall not be bound by any conclusions or recommendations or findings of Buyer's consultants' studies/investigations but such shall constitute non-exclusive evidence of the Confidentiality Agreementinformation, findings, conclusions and recommendations therein. When Buyer's studies/investigations are completed, Buyer shall at its expense reasonably restore the Premises to a state not materially worse than its previous condition.

Access and Information. (a) From and after the date hereof of this Agreement and until the Closing Date, subject in all respects to any applicable Law and subject to any applicable privileges (including their compliance with the attorneyterms of the Existing Non-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior noticeDisclosure Agreement, Seller shall afford give to Buyer and its Representatives Affiliates, and their respective officers, employees, accountants, counsel and other representatives, reasonable access, access during Seller’s normal business hours, operating hours to the books Property (and recordsshall coordinate with FRMC in order to ensure FRMC likewise provides Buyer with access to the same), offices books, contracts, commitments, reports of examination and properties of records relating exclusively to the CompanyFoundry Operation, furnish to Buyer such additional financial the Foundry Operation Employees, the Purchased Assets, the Real Property and operational data and other information regarding the Company as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the ClosingAssumed Liabilities; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated each case that, if requested by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or Buyer and its Affiliates, and their respective Affiliatesofficers, (iii) any information the disclosure of which would cause Selleremployees, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller accountants, counsel and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) representatives shall be directed to such Person or Persons as may be accompanied at all times by a person designated by Seller, including without limitation Seller’s legal counsel. Seller shall reasonably assist Buyer and Buyer shall not directly or indirectly contact any Representative of Sellerits Affiliates, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or officers, employees, accountants, counsel and other Persons representatives, in respect making such investigation and shall cause its counsel, accountants, engineers, consultants and other non-employee representatives to be reasonably available to any of them for such purposes, provided that Buyer shall reimburse Seller for any out-of-pocket costs arising therefrom. Subsequent to mutual execution of this Agreement, Buyer and Seller shall jointly work together in good faith to prepare and/or revise, prior to the Closing, any of the exhibits and schedules attached to this Agreement to the mutual satisfaction of both, it being acknowledged and agreed that such documents may not be in final form. Seller shall appoint a financial representative, and make its best efforts, to assist Buyer with Buyer’s reasonable requests for additional financial information concerning the Foundry Operation during the period beginning on the Effective Date and ending on the date which is 45 days after the Closing Date, all as necessary to complete an audit of Seller’s financials concerning the Foundry Operation in order to complete Buyer’s required SEC filing (including pursuant to SXX Xxxxxxxxxx 00 XXX 210.3-05 - Financial statements of businesses acquired or its Representatives’ actions while upon, entering or leaving any properties of Seller or to be acquired) which is due no later than 70 calendar days after the CompanyClosing Date. Buyer acknowledges agrees to engage an accounting consultant at its sole cost to determine if the Buyer can be reasonably successful in seeking a waiver from the SEC for audited historical financial statements for the Seller, although Buyer and agrees Seller acknowledge and agree that any information received there shall be no guarantee that the SEC will approve the waiver, if submitted in connection with this Section 6.1(a) will be subject to Buyer’s reasonable discretion based on the terms and conditions advice of the Confidentiality Agreementsuch accounting consultants.

Access and Information. (a) From and after the date hereof and until the earlier of the termination of this Agreement pursuant to Section 8 and the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secretsCompany shall, and contractual confidentiality obligationsshall cause its Subsidiaries and the Company Representatives to, upon reasonable prior notice, Seller shall afford give Buyer and its Representatives representatives (including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) reasonable access, during access at all reasonable times and in a manner as to not materially interfere with the normal business hours, of the Company or any of its Subsidiaries to the books and properties, books, records, offices assets, data, documents, personnel, tax returns, title reports, insurance policies and surveys and other information of the Company and its Subsidiaries and to furnish such information and documents in its possession relating to the Company and its Subsidiaries as Buyer (or any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) may reasonably request from time to time, provided that neither Buyer nor any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby shall be entitled to access any properties of the Company or any Subsidiary for the purpose of conducting any environmental audit or assessment without the prior written consent of the Company. The Company further agrees to furnish, furnish and to cause its Subsidiaries and the Company Representatives to furnish, Buyer and its representatives (including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) with such additional financial and operational operating data and other information regarding which the Company or any Subsidiary has reasonably available with respect to the Company’s and each Subsidiary’s business, properties, assets and financial and legal condition as Buyer or its representatives (including any financial institution providing or proposing to provide financing in connection with the transactions contemplated hereby) may from time to time reasonably request request. All such access, information and make reasonably available documents obtained by Buyer and its Affiliates and their respective Representatives (as defined in the Confidentiality Agreement) shall be subject to the terms of the Non-Disclosure Agreement, dated as of November 29, 2006 (as amended, the “Confidentiality Agreement”), between Parent and the Company. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to all properties, books, records, data, documents relating to the Company and its Subsidiaries provided to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees Representatives pursuant to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.

Access and Information. (a) From During the date hereof until Option Period, the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller Company shall afford Buyer to the Parent and its Representatives reasonable access, full access during normal business hourshours upon reasonable notice to (i) the Company’s properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the books Company’s systems of internal controls), contracts and records, offices and properties of the Companyshall furnish promptly such books, furnish to Buyer such additional financial and operational data records and other information regarding documents concerning the businesses, properties and personnel of the Company as Buyer may from time to time the Parent shall reasonably request and provide the opportunity to make reasonably available to Buyer the employees copies of the Companysuch books, Seller or its Affiliates whose assistance records and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closingother documents; provided, however, that Buyer will such investigation shall not be entitled to (i) any information relating to bids received from others in connection with unreasonably disrupt the transactions contemplated by the Transaction Documents Company’s operations and information and analysis (including financial analysis) relating to such bids, (ii) to such Representatives for the Company as the Parent may reasonably request access for purposes of its continuing due diligence with respect to the Company, provided that the Parent shall exercise this right of access no more than once in any calendar quarter during the Option Period. The Company shall cause its accountants to cooperate with the Parent and its Representatives in making available all financial information reasonably requested by them, including the disclosure of which would jeopardize any privilege available right to Sellerexamine all working papers pertaining to all financial statements prepared by such accountants. During the Option Period, the Company or their respective Affiliates, (iii) any information shall generally keep the disclosure Parent informed as to all material matters involving the operations and businesses of which would cause Sellerthe Company. Notwithstanding the foregoing, the Company or their respective Affiliates shall not be required to breach a confidentiality obligation or (iv) disclose any information the if such disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; . For the avoidance of doubt, all information provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used obtained by the Company without the prior written consent of Seller. All requests for information made Parent pursuant to this Section 6.1(a) 8.9 shall be directed deemed Company Confidential Information for purposes of this Agreement. No information provided to such Person or Persons as may be designated obtained by Seller, and Buyer the Parent pursuant to this Section 8.9 shall not directly affect the representations or indirectly contact any Representative warranties of Sellerthe Parties, the Company conditions to their respective obligations, their indemnification rights and obligations hereunder, or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject remedies available hereunder to the terms and conditions of the Confidentiality AgreementParent.

Access and Information. (a) From the date hereof until Agreement Date through the Closing Date, subject to any applicable Law each Acquired Company and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligationsSeller shall each, upon reasonable prior notice, provide to the Purchaser and the Purchaser’s Representatives (including, without limitation, its legal advisors and accountants), access to make such investigation of the properties, businesses and operations of each Acquired Company (including the Plant), including the conduct of environmental assessments of the Leased Real Property and title checks, and such examination of the books and records of each Acquired Company and the Seller as the Purchaser reasonably requests, financial, operating and other data and information of each Acquired Company and the Seller, and access to all the Representatives of each Acquired Company and the Seller as the Purchaser may reasonably request, and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted upon reasonable advance notice and under reasonable circumstances and reasonable business hours and, with respect to each Acquired Company’s assets operated by third parties, if any, shall be subject to the consent of such third- party operators, which consent such Acquired Company shall use commercially reasonable efforts to timely obtain. Each Acquired Company and the Seller shall also afford Buyer and its Representatives the Purchaser reasonable access, during normal business hours, to the books Plant, and records, offices and properties to all operations of the Company. No investigation by the Purchaser or its Representatives prior to or after the Agreement Date shall affect or be deemed to modify any of the representations, furnish warranties, covenants or agreements of such Acquired Company or the Seller contained in this Agreement. From the Agreement Date through the Closing Date, each Acquired Company and the Seller shall promptly deliver or make available to Buyer such additional financial and operational data the Purchaser all material pleadings, motions, notices, statements, schedules, applications, reports and other information regarding the Company as Buyer may from time papers filed in any other judicial or administrative proceeding related to time reasonably request and make reasonably available to Buyer the employees of the any Acquired Company, Seller or its Affiliates whose assistance the Plant and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bidsthis Agreement. Without in any way limiting any party’s rights or obligations under this Agreement, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company as Consenting Lenders or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s the agreements in respect of the Bankruptcy Cases or its Representatives’ actions while uponotherwise, entering the parties understand and agree that nothing contained in this Agreement shall give Purchaser the right to control or leaving direct the business of any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject Acquired Company prior to the terms and conditions of the Confidentiality AgreementClosing.

Access and Information. (a) From the date hereof until and after the Closing DateDate and pending Closing, subject Seller will give to any applicable Law Buyer and subject to any applicable privileges Buyer’s counsel, accountants and other representatives reasonable access between the hours of 10:00 a.m. and 6:30 p.m., Monday through Saturday, and at such other times as the parties may mutually agree, to all of the properties, books, contracts, commitments, records, officers, personnel and accountants of the Business (including access to perform such environmental investigations as the attorney-client privilegeBuyer reasonably deems necessary at Buyer’s sole cost and expense), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, will furnish to Buyer all such additional financial documents and operational data copies of documents (certified to be true copies if requested) and other all information regarding with respect to the Company affairs of the Business as Buyer may from time reasonably request, including any records of Seller related to time reasonably request any Rental Contracts, Accounts Receivable and make reasonably available to Buyer the employees of the CompanyBusiness Employees, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Seller shall be under no obligation to provide access to, or copies of, such documents or records which it is prohibited from disclosing to Buyer will not be entitled under applicable law. As soon as possible after the execution of this Agreement, and, to the extent practicable in the case of a particular Specified Location, Assumed Location, Shared Location or Other Business Location, prior to any access by Buyer to the Business Employees as contemplated by the immediately preceding sentence or by Section 5.6, the parties shall (i) provide a mutually agreed upon joint statement to the Business Employees regarding this Agreement and matters related thereto and (ii) at each Specified Location, Assumed Location, Shared Location and Other Business Location, cause their representatives to jointly present their plans pursuant to this Agreement to the Business Employees (including with respect to interviews and hiring of Business Employees by Buyer and other elements of the business transition). Buyer’s personnel shall have access to each Specified Location, Assumed Location, Shared Location and Other Business Location for an average of at least two business days per location in order to take any of the actions not prohibited by this Section 5.1, including but not limited to meeting with employees and selecting Business Merchandise which will become part of the Rental Inventory to constitute Purchased Assets pursuant to Section 2.1(e)(ii). Each party understands and agrees that any exchange of information relating under this Agreement shall be solely for the purpose of seeking to bids received from others in connection with consummate the transactions contemplated by hereunder and under the Transaction Documents and not to affect, in any way, each party’s relative competitive position to the other party or to other Persons. Each party further agrees that the information to be disclosed to each other shall only be that information which is reasonably necessary to the transactions contemplated hereby, and that information which is not reasonably necessary to such transactions shall not be disclosed or exchanged. To the extent competitively sensitive information such as information and analysis strategies concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, including discussions of entry into or withdrawal from markets (including financial analysis) relating “Competitively Sensitive Information”), is determined to be reasonably necessary to the consummation of a transaction, such bidsinformation shall not be disclosed prior to the expiration or earlier termination of the HSR Act waiting period, (ii) any information and conditioned upon there then being no pending or threatened action or inquiry from the disclosure Antitrust Division of which would jeopardize any privilege available to Sellerthe Department of Justice, the Company Federal Trade Commission or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company state antitrust enforcement or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than governmental authorities with respect to the restrictions in clause (i) above)transactions contemplated hereby. Buyer shall not conduct any samplingIn addition, boring, drilling or other invasive investigation activities on any property owned, leased or used the dissemination of Competitively Sensitive Information which has been determined to be reasonably necessary to the consummation of a transaction such as that contemplated by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) Agreement shall be directed limited only to such Person those senior executives and representatives of the parties who were involved in valuing or Persons as may be designated by Seller, negotiating the transaction contemplated hereby and Buyer shall not directly or indirectly contact any Representative of Seller, approving the Company or any of their respective Affiliates without the prior approval value and consummation of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementtransaction pursuant hereto.

Access and Information. (a) From the date hereof until the Closing DateSellers shall afford to Purchaser and to Purchaser’s financial advisors, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege)legal counsel, trade secretsaccountants, consultants, financing sources, and contractual confidentiality obligations, upon other authorized representatives reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, access during normal business hourshours throughout the period prior to the Closing Date to all books, records, non-privileged documents, properties, and personnel of Sellers that pertain to the Acquired Business and, during such period, shall furnish as promptly as practicable to Purchaser any and all such information as Purchaser may reasonably request pertaining to the Acquired Business. Sellers shall reasonably cooperate with Purchaser throughout the period prior to the Closing in Purchaser’s efforts to implement additional network and data feed connections and otherwise cooperate with Purchaser to facilitate a transition to Purchaser’s ownership and operation of the Acquired Business. Sellers shall promptly provide to Purchaser all non-privileged documents and material relating to the proposed sale of the Acquired Assets, Designated Contracts, Non Filing Seller Designated Contracts or any portion thereof, including, without limitation, with respect to competing bids, and otherwise cooperate with Purchaser, to the books and records, offices and properties of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company as Buyer may from time to time extent reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with BuyerPurchaser’s preparation for or participation in any part of the Chapter 11 Cases in which Purchaser’s participation is necessary, required or reasonably appropriate. Sellers shall promptly deliver to integrate the Company into Buyer’s organization following the Closing; providedPurchaser all pleadings, howevermotions, that Buyer will not be entitled notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as Purchaser may reasonably request. In addition, Sellers shall reasonably consult with Purchaser with respect to (i) any information relating to bids received from others public written or oral communication concerning, in connection with whole or in part, the transactions contemplated by this Agreement. Sellers shall reasonably cooperate with Purchaser to efficiently and expeditiously transfer the Transaction Documents and information and analysis (including financial analysis) relating Transferred Employees. Nothing contained in this Section 7.4 shall require Sellers to such bids, (ii) take any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised action prohibited by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; , provided furtherthat in the event Sellers do not take any action on such basis, howeverthen upon Purchaser’s request, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above)Sellers shall furnish a reasonable basis therefor. Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreement.7.5

Access and Information. (a) From the date hereof until to the Closing, the Company shall afford to Acquiror and its officers, employees, accountants, consultants, legal counsel, and other representatives of Acquiror full and complete access during normal business hours (with reasonable advance notice) to the properties, books, records, contracts, facilities, premises, and equipment relating to the Assets and the Company (including without limitation, operating and financial information with respect to the Company) as Acquiror may reasonably request, provided that Acquiror and its agents, employees and representatives enter into a commercially reasonable confidentiality and nondisclosure agreement with the Company. In the event that Acquiror determines after the Closing that it is necessary or desirable to audit the financial statements of the Company for any period prior to the Closing Date, subject the Stockholder agrees to any applicable Law cooperate with the Acquiror, the Company and subject auditors for the Company to any applicable privileges (including the attorney-client privilege)extent necessary to complete such audit in a timely manner. In addition, trade secretsCompany and the Stockholder shall, and contractual confidentiality obligationsshall ensure that their respective affiliates shall, upon reasonable prior noticeafford to Acquiror and their respective officers, Seller shall afford Buyer employees, accountants, consultants and its Representatives reasonable accesslegal counsel, access at any time and from time to time following the date hereof, but during business days and normal business hours, to the books and recordsbooks, offices and properties of the Company, furnish to Buyer such additional financial and operational data records and other information (including without limitation, operating and financial information), contracts, facilities and premises relating to the Assets, the Stockholder and all other companies, divisions or other entities or portions thereof that Acquiror may reasonably request for purposes of preparing audited financial statements pursuant to Acquiror's reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Securities Laws"), make available the personnel, accountants and other representatives having knowledge regarding the same and cooperate with and furnish assistance to Acquiror (provided that Company and the Stockholder shall not be obligated to incur any non-minimal cost or expense), as Buyer Acquiror may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including preparation of financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than statements with respect to the restrictions business represented thereby being acquired under the Purchase Agreement. In connection with an audit of such financial statements, if required, Company and its financial and other management agree to provide certain representations in clause the form of a representation letter to BDO Seidman, LLP, independent certified public accountants, in accordxxxx xith generally accepted auditing standards. The provision of such financial statement representations and information and assistance shall be reasonably prompt. Company and the Stockholder shall ensure that none of such information is destroyed during the three (i) above)3)-year period commencing on the closing date unless Acquiror has been afforded a reasonable opportunity to obtain and make copies of the information. Buyer shall not conduct any sampling, boring, drilling Any document or other invasive investigation activities on any property owned, leased information produced or used by the Company without the prior written consent of Seller. All requests for information made disclosed pursuant to this Section 6.1(a6.3 in any form is Confidential Information and Acquiror shall not permit the duplication, use, or disclosure of any such Confidential Information by or to any third party (other than officers, employees, accountants, consultants and legal counsel) except as required pursuant to the Securities Laws and permitted hereunder, unless such duplication, use or disclosure is specifically authorized by Company or the Stockholder in writing prior to any disclosure. Acquiror shall be directed to such Person or Persons as may be designated by Selleruse commercially reasonable diligence, and Buyer shall not directly in no event less than that degree of care that such party uses in respect to its own confidential information of like nature, to prevent the unauthorized disclosure or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval reproduction of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementinformation.

Access and Information. (a) From Until the date hereof until the Closing DateClosing, subject only to applicable rules and regulations of the FCC and provided that Buyer shall agree to be bound by any applicable Law confidentiality provisions of the Material Contracts, the Company shall, at the sole cost and subject expense of Buyer, afford to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives representatives (including accountants and counsel) reasonable access, in each case, during normal business hours, to the books upon reasonable prior notice and records, offices and properties of the Company, furnish to Buyer in such additional financial and operational data and other information regarding the Company manner as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any the conduct of the businesses or operations business of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of its subsidiaries, to all properties, books, records, and Tax Returns of the Company and each of its subsidiaries and all other information with respect to their respective Affiliates businesses, together with the opportunity, at the sole cost and expense of Buyer, to make copies of such books, records, and other documents and to discuss the business of the Company and each of its subsidiaries with such officers, directors, and counsel for the Company as Buyer deems reasonably necessary for the purposes of familiarizing itself with the Company, each of its subsidiaries and the Stations, including the right to visit the Stations; provided that such Station visits shall be scheduled at least five (5) Business Days in advance and shall be conducted in a manner intended to minimize the disruption to the operations of such Station; provided, further, that Buyer shall not contact any Station personnel regarding the transactions contemplated by this Agreement without the express prior approval consent of the Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement until such designated Person or Personstime as the transactions contemplated by this Agreement have been consummated at the Closing. Buyer further agrees In furtherance of and subject to comply fully with all rulesthe foregoing, regulations at the sole cost and instructions issued by Sellerexpense of Buyer, the Company shall authorize and their respective Affiliates or other Persons in respect request its independent public accountants to meet with Buyer and its representatives, including Buyer's independent public accountants, to discuss the business and accounts of the Company and its subsidiaries and request its independent public accountants to make available (with the opportunity to make copies at the sole cost and expense of Buyer’s or ) to Buyer and its Representatives’ actions while uponrepresentatives, entering or leaving any properties including its independent public accountants, all the work papers of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject its accountants related to the terms and conditions their audit of the Confidentiality Agreementconsolidated financial statements and Tax Returns of the Company and its subsidiaries.

Access and Information. (a) From the date hereof until the Closing Date, subject Seller and Laidlaw shall give to any applicable Law and subject to any applicable privileges Purchaxxx xxx its representatives (including the attorney-client privilege), trade secrets, its lenders and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, their representatives) full access during normal business hourshours to all the properties, to the books and books, contracts, commitments, records, offices Tax Returns, personnel and properties advisors of Seller, Laidlaw and the Acquired Subxxxxxxxes so that Purchaser may have full opportunity to make such investigation of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company Acquired Subsidiaries as Buyer may from time to time it shall reasonably request in advance. Seller and make reasonably available Laidlaw will cause Coopers & Xxxxxxd to Buyer permit KPMG Peat Xxxxxxx to review and examine the employees work papers of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information Coopers & Lybrand relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Xxxxxxx and the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of LawAcquired Subxxxxxxxes. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company Laidlaw will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than promptly furnisx xx Xxrchaser all information with respect to the restrictions Acquired Subsidiaries which Purchaser may reasonably request. Additionally, Seller and Laidlaw will promptly furnisx Xxxxxaser all information concerning the Acquired Subsidiaries required for inclusion in clause (i) above)any application, filing, statement or notice to be made by Purchaser to, or filed or joined in by Purchaser with, any Governmental Entity in connection with this Agreement or the Acquisition, including the Purchaser Proxy Statement, and none of such information shall, at the date furnished, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Buyer Seller and Laidlaw shall not conduct prior to the Mxxxxxx Date promptly inform Purchaser on becoming aware that any sampling, boring, drilling or other invasive investigation activities on information concerning any property owned, leased or used by of the Company without the prior written consent of Seller. All requests for information made Acquired Subsidiaries furnished to Purchaser pursuant to this Section 6.1(a) shall be directed to 6.3 contains any such Person material misstatement or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementomission.

Access and Information. (a) From the date hereof until Execution Date through the Closing Date, subject the Purchaser shall be entitled, through its officers, employees, consultants and Representatives (including, without limitation, its legal advisors and accountants), to any applicable Law make such investigation of the properties, businesses and subject to any applicable privileges (operations of the Business, including the attorney-client privilege), trade secretsconduct of environmental assessments of the Real Property and title checks, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to such examination of the books and records, offices and properties records of the CompanyBusiness, furnish the Purchased Assets and the Assumed Liabilities as it reasonably requests and to Buyer make extracts and copies of such additional financial books and operational data records. From the Execution Date through the Closing Date, the Sellers shall also provide the Purchaser with unrestricted 24/7 access to the Purchased Assets and the Seller’s Records and use their commercially reasonable efforts to provide the Purchaser with access to all vendors, services providers, consultants, pumpers, purchasers of productions, gatherers, processors, lessors, landowners and other information regarding Persons with whom the Company as Buyer may from time Seller Entities have a commercial relationship with respect to time reasonably request the Purchased Assets. With respect to Purchased Assets operated by third parties, any access shall be subject to the consent of such third party operators, which consent Seller shall use commercially reasonable efforts to obtain. The Sellers shall direct and make reasonably available use their commercially reasonable efforts to Buyer cause the employees of other Seller Entities and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives to cooperate with the Company, Seller or its Affiliates whose assistance Purchaser and expertise is necessary to assist Buyer the Purchaser’s Representatives in connection with Buyer’s preparation such access, investigation and examination. No investigation by the Purchaser or its Representatives prior to integrate or after the Company into Buyer’s organization following Execution Date shall affect or be deemed to modify any of the Closing; providedrepresentations, howeverwarranties, that Buyer will not be entitled covenants or agreements of the Sellers contained in this Agreement. From the Execution Date through the Closing Date, the Sellers shall promptly deliver or make available to (i) the Purchaser all material pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any information relating other judicial or administrative proceeding related to bids received from others in connection with the Business, the Purchased Assets and the transactions contemplated by the Transaction Documents this Agreement. It is understood that if a third-party operator, and information and analysis (including financial analysis) relating to such bids, (ii) not any information the disclosure Seller or Affiliate of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates controls access to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses Real Property or other property that constitute Purchased Assets, the Sellers shall use all commercially reasonable efforts to cause such operator(s) to permit the Purchaser to have access to such Purchased Assets. From and after the Execution Date, the Seller’s shall also use their commercially reasonable efforts to assist the Purchaser in transitioning the field and back office operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and Purchased Assets by the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect Sellers to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementPurchaser at Closing.

Access and Information. (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon Upon reasonable prior notice, Seller MBLA ---------------------- shall (and shall cause its Subsidiaries to) afford Buyer Citizens and its Representatives representatives (including, without limitation, directors, officers and employees of Citizens and its affiliates and counsel, accountants and other professionals retained by Citizens) such reasonable access, access during normal business hours, hours throughout the period prior to the books Effective Time to the books, records (including, without limitation, tax returns and recordswork papers of independent auditors), offices contracts, properties, personnel and properties to such other information relating to MBLA and its Subsidiaries as Citizens may reasonably request; PROVIDED, HOWEVER, that no investigation pursuant to this SECTION 4.3 shall affect or be deemed to modify any representation or warranty made herein. MBLA shall provide Citizens with true and complete copies of the Company, furnish to Buyer such additional all financial and operational data and other information regarding relating to the Company as Buyer may from time business or operations of MBLA and its Subsidiaries that is provided to time reasonably request directors of MBLA and make reasonably available to Buyer the employees of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer Macon Building & Loan in connection with Buyer’s meetings of their Board of Directors of committees thereof. In furtherance, and not in limitation of the foregoing, MBLA shall make available to Citizens all information necessary or appropriate for the preparation to integrate and filing of all real property and real estate transfer tax returns and reports required by reason of the Company into Buyer’s organization following Merger or the Closing; providedBank Merger. Citizens will not, howeverand will cause its representatives not to, that Buyer will not be entitled to (i) use any information relating obtained pursuant to bids received from others in connection with this SECTION 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the Transaction Documents requirements of applicable law, Citizens will keep confidential, and will cause its representatives to keep confidential, all information and analysis documents obtained pursuant to this SECTION 4.3 unless such information (including financial analysisi) relating was already known to such bidsCitizens or an affiliate of Citizens, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) any information the disclosure of which would jeopardize any privilege becomes available to Seller, the Company Citizens or their respective Affiliatesan affiliate of Citizens from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) any information is disclosed with the disclosure prior written approval of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation MBLA or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any information the disclosure of which would result in a violation of Law. Any such access or requests shall (xparty hereto) to be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect returned to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by party that furnished the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementsame.

Access and Information. The Seller Parties and Trust Beneficiaries shall, and shall cause FRS and its Subsidiaries to, give to Buyer Parent, Buyer, Buyer Sub and their representatives (including their lenders, investors and other financing sources and their respective representatives) full access during normal business hours to all the properties, books, contracts, commitments, records, Tax Returns, personnel and advisors of each Seller, each Trust Beneficiary, FRS and each of its Subsidiaries at a location designated by Seller so that Buyer Parent, Buyer, Buyer Sub and their representatives may have full opportunity to make such investigation of FRS and its Subsidiaries as they shall reasonably request in advance. The Seller Parties and Trust Beneficiaries will direct Shepard, Schwartz & Harris to permit Buyer's Auditors to review and exxxxxx thx xxxx xapexx xx Shepard, Schwartz & Harris relating to FRS and its Subsidiaries and txx Xxxxet Xxxxxxxons. Xxx Seller Parties and Trust Beneficiaries will, and will cause FRS and its Subsidiaries to (a) From the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the Company, promptly furnish to Buyer such additional all information concerning FRS and its Subsidiaries and the Target Operations, including without limitation audited and unaudited financial and operational data statements and other financial information regarding the Company as for FRS and its Subsidiaries, required for inclusion in any application, filing, statement or notice to be made by Buyer may from time to time reasonably request and make reasonably available to Parent, Buyer the employees of the Companyor Buyer Sub to, Seller or its Affiliates whose assistance and expertise is necessary to assist filed or joined in by Buyer Parent, Buyer or Buyer Sub with, any Governmental Entity, including, without limitation, any registration statement, proxy statement or other statement or notice, or in any offering memorandum, prospectus, bank book or other offering document prepared in connection with Buyer Parent's, Buyer’s preparation to integrate 's or Buyer Sub's financing of the Company into Buyer’s organization following the Closing; providedtransaction, however, that Buyer will not be entitled to and none of such information (i) including any information relating provided to bids received Buyer's Auditors by FRS, any of its Subsidiaries, the Seller Parties, the Trust Beneficiaries or Shepard, Schwartz & Harris) shall, at the date furnished, contain any xxxxxx sxxxxxxxx of x xxxerial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (b) cause counsel and independent accounts of FRS and its Subsidiaries to cooperate with Buyer, Buyer Parent, Buyer Sub and their respective affiliates and representatives (including investment bankers, counsel and independent accountants) in the preparation of such applications, filings, statements, notices, offering memoranda, bank books, prospectuses and other offering documents; and (c) use their commercially reasonable efforts to obtain consents and "comfort letters" from others Shepard, Schwartz & Harris or any other independent accountants of FRX xxx xts Xxxxxxxarixx xx required in connection with the transactions contemplated by the Transaction Documents any such filings, statements, notices, reports, offering memoranda, bank books, prospectuses and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementoffering documents.

Access and Information. (a) From Each member of the date hereof until Granite Group covenants and agrees that, pending the Closing DateClosing, subject to any applicable Law and subject to any applicable privileges (including each member of the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller Granite Group shall afford give Buyer and its Representatives counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives reasonable access, at Buyer's risk and expense, during normal business hourshours throughout the period prior to the Closing Date or the earlier termination of this Agreement, to all of WLAJ's (to the books extent in their possession), WWMT's, WWMT License, Inc.'s, WLAJ, Inc.'s, Seller's and recordsGranite's (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement) books, offices records (including all employee files), agreements, reports, and properties other documents and all of the CompanyBroadcasting Assets to be acquired hereunder and shall furnish Buyer, furnish to Buyer such additional financial and operational data its counsel, accountants, engineers, investment bankers, potential lenders and other authorized representatives during such period with copies of all information regarding concerning the Company affairs of Seller, WLAJ, Inc., WWMT License, Inc., Granite (to the extent relating to its operation of WLAJ under the Time Brokerage Agreement, ownership or control of Seller, WWMT License, Inc., WLAJ, Inc. or the Broadcasting Assets, or employment of the WLAJ Employees) and WWMT as they may reasonably request in order to enable Buyer to make such examinations and investigations thereof as it shall deem necessary, including, without limitation, all contracts, agreements, and leases pertaining to the business and operations of WWMT or otherwise included in the Broadcasting Assets and any amendments, renewals or other modifications thereof, and each member of the Granite Group will make appropriate officers, employees, attorneys, agents and accountants available to discuss with Buyer and its representatives such aspects of the business and operations of WLAJ (under the Time Brokerage Agreement) and WWMT as Buyer may from time reasonably require (it being understood that the foregoing shall include such access as Buyer may reasonably require to time reasonably request and make reasonably available the management of Granite to enable Buyer to obtain information about the employees of WWMT or the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist WLAJ Employees that Buyer in connection with Buyer’s preparation to integrate will employ after it acquires the Company into Buyer’s organization following the ClosingGranite Broadcasting Assets); provided, however, that Buyer will not in each instance mutually satisfactory arrangements shall be entitled made in advance in order to (i) any information relating avoid interruption and to bids received from others in connection minimize interference with the transactions contemplated by the Transaction Documents normal business and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of Law. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not to unreasonably interfere with any of the businesses or operations of Seller, the Company WWMT or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than with respect to the restrictions in clause (i) above). Buyer shall not conduct any sampling, boring, drilling or other invasive investigation activities on any property owned, leased or used by the Company without the prior written consent of Seller. All requests for information made pursuant to this Section 6.1(a) shall be directed to such Person or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality AgreementWLAJ.

Access and Information. (a) From the date hereof until the Closing Date, subject Seller and Xxxxxxx shall give to any applicable Law Purchaser and subject to any applicable privileges its representatives (including the attorney-client privilege), trade secrets, its lenders and contractual confidentiality obligations, upon reasonable prior notice, Seller shall afford Buyer and its Representatives reasonable access, their representatives) full access during normal business hourshours to all the properties, to the books and books, contracts, commitments, records, offices Tax Returns, personnel and properties advisors of Seller, Xxxxxxx and the Acquired Subsidiaries so that Purchaser may have full opportunity to make such investigation of the Company, furnish to Buyer such additional financial and operational data and other information regarding the Company Acquired Subsidiaries as Buyer may from time to time it shall reasonably request in advance. Seller and make reasonably available Xxxxxxx will cause Coopers & Xxxxxxx to Buyer permit KPMG Peat Marwick to review and examine the employees work papers of the Company, Seller or its Affiliates whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s preparation to integrate the Company into Buyer’s organization following the Closing; provided, however, that Buyer will not be entitled to (i) any information Coopers & Xxxxxxx relating to bids received from others in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (ii) any information the disclosure of which would jeopardize any privilege available to Seller, Xxxxxxx and the Company or their respective Affiliates, (iii) any information the disclosure of which would cause Seller, the Company or their respective Affiliates to breach a confidentiality obligation or (iv) any information the disclosure of which would result in a violation of LawAcquired Subsidiaries. Any such access or requests shall (x) be supervised by such Persons as may be designated by Seller and (y) be conducted in such a manner so as not Xxxxxxx will promptly furnish to unreasonably interfere with any of the businesses or operations of Seller, the Company or their respective Affiliates and shall not contravene any applicable Law; provided further, however, that Seller and the Company will make appropriate substitute disclosure arrangements, if available, under circumstances in which the restrictions of the foregoing provision apply (other than Purchaser all information with respect to the restrictions Acquired Subsidiaries which Purchaser may reasonably request. Additionally, Seller and Xxxxxxx will promptly furnish Purchaser all information concerning the Acquired Subsidiaries required for inclusion in clause (i) above)any application, filing, statement or notice to be made by Purchaser to, or filed or joined in by Purchaser with, any Governmental Entity in connection with this Agreement or the Acquisition, including the Purchaser Proxy Statement, and none of such information shall, at the date furnished, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Buyer Seller and Xxxxxxx shall not conduct prior to the Mailing Date promptly inform Purchaser on becoming aware that any sampling, boring, drilling or other invasive investigation activities on information concerning any property owned, leased or used by of the Company without the prior written consent of Seller. All requests for information made Acquired Subsidiaries furnished to Purchaser pursuant to this Section 6.1(a) shall be directed to 6.3 contains any such Person material misstatement or Persons as may be designated by Seller, and Buyer shall not directly or indirectly contact any Representative of Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person or Persons. Buyer further agrees to comply fully with all rules, regulations and instructions issued by Seller, the Company and their respective Affiliates or other Persons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of Seller or the Company. Buyer acknowledges and agrees that any information received in connection with this Section 6.1(a) will be subject to the terms and conditions of the Confidentiality Agreementomission.