Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. Subject to applicable Laws, upon reasonable notice, each Party Group shall (a) Each party shall, and shall cause its subsidiaries the members of such Party Group to, ) afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders accountants and other representatives Representatives and advisors of such party and its subsidiariesthe requesting Party Group reasonable access, reasonable access during normal business hours during from the period prior Execution Date until the Closing, to the Effective Time to all its respective properties, books, contracts, commitments, personnel contracts and records andas well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and the members of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to applicable Laws, during such period, each party shall, Party Group shall (and shall cause each the members of its subsidiaries such Party Group to, ) furnish promptly to the other party Party Group (ai) a copy of each material report, schedule, registration statement and other document filed filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of Federal, state or foreign laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (bii) all other information concerning its the disclosing Party Group’s business, properties and personnel as such other party the requesting Party Group may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereofinformation relating to environmental matters. Notwithstanding the foregoing, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative a Party Group shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its have no obligation to maintain disclose or provide access to any information the disclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in violation of a confidentiality of obligation binding on such documents and informationParty Group.

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof until the Effective Time, the Company and its subsidiaries, on the one hand, and shall cause Parent, on the other hand, (i) will give to the other party, its subsidiaries tocounsel, afford financial advisors, auditors, and other authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the employees, offices, properties, books, and records of such party, in each case as the other party may reasonably request and (ii) furnish to the other party and to the officers, current employees, accountants, counsel, its representatives such financial advisors, agents, lenders and other representatives of such data and information as the other party and its subsidiaries, reasonable access during normal business hours during the period prior representatives may reasonably request. The foregoing shall not include information that is not germane to the Effective Time to all its respective propertiestransactions contemplated hereby, booksinformation regarding any sale or merger or combination of WEUS, contractsthe Company, commitments, personnel and records and, during such period, each party shall, and shall cause each or any of its subsidiaries to, furnish promptly (whether as a sale of assets or ownership interests) to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it or with any Governmental Entity and (b) all Person other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial than Parent or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities)Merger Subsidiary, or (ii) disclosed in an action information prepared by Weatxxxxxxx, XXUS, the Company or proceeding brought by a party hereto in pursuit any of its rights subsidiaries (or in the exercise any of its remedies hereunder, all documents and information concerning the other party furnished their respective representatives) relating to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby. A party shall have the right to have a representative present at all times of any inspections, except interviews, or examinations conducted at the offices or facilities or on the properties of such party. The Company and its subsidiaries, on the one hand, and Parent, on the other hand, will instruct their respective employees and representatives to cooperate with the other party in its investigations; provided, however, that any access or disclosure of the type contemplated in this Section 7.7 which, in the reasonable judgment of the party asserting such denial, would operate to cause the waiver of any attorney-client, work product, or other privilege or result in the violation of an obligation or agreement of confidentiality may be denied. Each party further agrees that if the other party inadvertently furnishes such party with information or access not required in accordance with the preceding sentence, such party will, upon the other party's request, promptly return same to the other party together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other format). In addition, Parent shall only have access to, and the Company and its subsidiaries shall only be required to provide Parent with access to, Retained E-mail to the extent that set forth in Section 7.9. Any investigation pursuant to this Section 7.7 shall be conducted in such documents manner as not to interfere unreasonably with the conduct of the business of the Company and its subsidiaries, on the one hand, and Parent, on the other hand, as the case may be, and no investigation pursuant to this Section 7.7 shall affect any representation or information can be shown to have been warranty made by any party hereunder. Each party shall indemnify, defend, and hold harmless the other (xincluding its affiliates) known by a party from and against any losses asserted against or its Representatives prior to disclosure suffered by the other party heretorelating to, (y) in the public domain (either prior to resulting from, or after the furnishing arising out of examinations or inspections made by such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party authorized representatives pursuant to this Section 7.7. (b) All information obtained by Parent, on the one hand, or such Representative is not aware that such source is under an obligation the Company and its subsidiaries, on the other hand, pursuant to this Section 7.7 shall be kept confidential in accordance with, and shall otherwise be subject to the other party to keep such documents terms of, the Confidentiality Agreement dated June 15, 2000 between Parent and Weatxxxxxxx (xxe "Confidentiality Agreement"). In addition, Parent agrees that if the information confidential. Notwithstanding any provision of this Agreement (whether in electronic mail format, on computer hard drives, or otherwise) held by the Company and its subsidiaries at the Effective Time includes information that relates to the contrarybusiness operations or other strategic matters of WEUS or its affiliates (other than the Company or its subsidiaries), such information shall be held in confidence on the terms and subject to the conditions contained in the event that Confidentiality Agreement, but the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, term of the receiving party will, unless prohibited by law, provide restriction on the disclosing party with prompt written notice disclosure and use of such requirement and all related proceedings so that information shall continue in effect as to such information for a period of two years from the disclosing party may seek an appropriate protective order Effective Time; provided, however, this sentence shall not apply to information relating solely to the business operations or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request strategic matters of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentenceCompany and its subsidiaries. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.45

Access to Information; Confidentiality. (a) Each party shallSubject to applicable law relating to the exchange of information, and the parties shall cause its subsidiaries to, afford to each other and the other party and to the officers, current employees, other’s accountants, counsel, financial advisors, agents, lenders sources of financing and other representatives of such party and its subsidiaries, reasonable access during normal business hours during with reasonable notice throughout the period prior to from the date hereof until the Effective Time to all its of their respective properties, books, contracts, commitments, personnel contracts and records (including, but not limited to, Tax Returns) and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by it any of them pursuant to the requirements of federal or state securities laws or filed by any of them with any Governmental Entity the SEC in connection with the transactions contemplated by this Agreement, and (bii) all such other information concerning its businessbusinesses, properties and personnel as any party shall reasonably request, and will use reasonable efforts to obtain the reasonable cooperation of its officers, employees, counsel, accountants, consultants and financial advisors in connection with the review of such other party may reasonably requestinformation by the parties and their respective representatives. (b) Each All nonpublic information provided to, or obtained by, a party regarding another party in connection with the transactions contemplated hereby shall be “Proprietary Information.” Notwithstanding the foregoing, the term Proprietary Information shall not include information that (i) is or becomes within the public domain through no act of the receiving party in breach of this Section 6.04, (ii) was in the possession of the receiving party prior to its disclosure or transfer hereunder, (iii) is independently developed by the receiving party, or (iv) is received from another source without any restriction on use or disclosure through no act of the receiving party in breach of this Section 6.04. (c) Except as specifically provided herein, each party agrees that it shall not disclose any Proprietary Information to any third party nor use any Proprietary Information of another party for any purpose other than as may be necessary in connection with the transactions contemplated hereby. The parties hereto will holdshall each protect all Proprietary Information with the same degree of care as it applies to protect its own proprietary information. As used herein, and will use the term “third party” shall be broadly interpreted to include any corporation, company, partnership or individual. (d) Notwithstanding the foregoing, a party may disclose such Proprietary Information to its best efforts to cause its directors, officers, employees, accountantsconsultants, counsel agents and representatives (collectively its “Representatives”) who need to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, know such Proprietary Information in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent being understood that such documents or information can directors, officers, consultants, agents and representatives shall be shown to have been (x) known informed by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesof the confidential nature of such Proprietary Information and will agree to be bound by the terms of this Section 6.04), or in a judicialprovided, administrative or governmental proceeding to disclose any such documents or informationthat, the receiving party willagrees to be responsible for any breach of this Section 6.04 by such persons. (e) The parties agree that all communications with the other parties and all requests for information related thereto will be submitted only to persons specifically designated in writing by the parties. (f) In the event a party is legally requested or required to disclose Proprietary Information of the other party, unless prohibited by law, provide the receiving party shall promptly notify the disclosing party with prompt written notice of such request or requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementSection 6.04. In the event that this Agreement such protection or other remedy is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver not obtained or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of that the disclosing partyparty waives compliance, the receiving party’s authorized representative shall provide a written certification party agrees to furnish only that it has complied with the provisions portion of the preceding sentenceProprietary Information which it is advised by counsel is legally required. The return Notwithstanding anything to the contrary in this Agreement, a disclosing party shall not be required to provide any information to any other party which it reasonably believes it may not provide to another party by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the disclosing party or any such documents and information will not relieve the receiving party subsidiary is required to keep confidential by reason of its obligation to maintain the confidentiality of such documents and informationContract, agreement or understanding with third parties.

Access to Information; Confidentiality. (a) Each party The Company shall, and shall cause its subsidiaries Subsidiaries to, afford throughout the period from the date hereof to the other party and to the officersEffective Time, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party (i) provide Parent and its subsidiariesRepresentatives with reasonable access, upon reasonable access prior notice and during normal business hours during the period prior to the Effective Time hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and their respective properties, books, contracts, commitments, personnel commitments and records and, during such period, each party shallrecords, and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party such persons (ax) a copy of each material report, schedulestatement, registration statement schedule and other document filed or received by it the Company or any of its Subsidiaries during such period pursuant to the requirements of federal or state securities laws or filed with any other Governmental Entity or Regulatory Authority, and (by) all other information and data (including, without limitation, copies of Contracts, Company Benefit Plans and other books and records) concerning the business and operations of the Company and its business, properties and personnel Subsidiaries as such other party Parent or its Representatives reasonably may reasonably request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. (b) Each of the parties hereto Parent will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws Laws of Governmental Entities or Regulatory Authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entitiesor Regulatory Authorities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.the

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof until the earlier of the Expiration Date or the termination of this Agreement, upon reasonable notice and subject to applicable laws, Premier and Ophthalmic shall afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business hours during the period of time prior to the Effective Time Expiration Date, reasonable access to all of its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, of Premier and Ophthalmic shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal and state securities laws, (b) a copy of all filings made with any Governmental Entity Entities in connection with the transactions contemplated by this Agreement and all written communications received from such Governmental Entities related thereto, and (bc) all other information concerning its business, properties properties, and personnel as such other party may reasonably request. (b) . Each of the parties party hereto will holdshall, and will use its best efforts to shall cause its officers, employees, accountants, counsel advisors and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by conduct its investigation in such a party manner that will not unreasonably interfere with the normal operations, customers or its Representatives prior to disclosure employee relations of the other and shall be in accordance with procedures established by the other party heretoparties having due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in the public domain (either this Agreement and shall treat as confidential all such information obtained by each hereunder or in connection herewith and not otherwise known to them prior to or after the furnishing of such documents or information hereunder) through no fault of a party Expiration Date. Except as otherwise agreed to in writing by Ophthalmic, until the Expiration Date, Premier and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents Subsidiaries and information confidential. Notwithstanding any provision of this Agreement to the contraryaffiliates will be bound by, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so information received with respect to Ophthalmic pursuant to this Section 6.3 shall be subject to that certain confidentiality agreement entered into with Premier on February 12, 1998 (the disclosing party may seek an appropriate protective order or waive its compliance with "Ophthalmic Confidentiality Agreement"). Except as otherwise agreed to in writing by Premier, until the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedExpiration Date, upon the request of a party, the other party willOphthalmic will be bound by, and will cause its Representatives toall information received with respect to Premier pursuant to this Section 6.3 shall be subject to that certain Confidentiality Agreement entered into with Ophthalmic on February 20, promptly 1998 (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information"Premier Confidentiality Agreement").

Access to Information; Confidentiality. (a) Each party From the date hereof to the Effective Time, the Company shall, and shall cause its subsidiaries toSubsidiaries, afford to the other party and to the officers, current directors, employees, accountantsauditors, environmental auditors, counsel, financial advisorsadvisors and other agents to, afford Newco and its representatives and potential financing sources, reasonable access at all reasonable times to its officers, employees, agents, lenders properties, offices, warehouses and other representatives of such party facilities and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contractscontracts and records, commitmentsand shall furnish Newco and such financing sources with all financial, personnel operating and records andother data and information as Newco, during its representatives or such financing sources may from time to time reasonably request. During such period, each party the Company shall, and shall cause each of its subsidiaries Subsidiaries, officers, employees and representatives to, furnish promptly to the other party (a) Newco a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as during such other party may reasonably requestperiod pursuant to the requirements of Federal or state securities or "Blue Sky" laws. (b) Each of the parties hereto will holdCompany and Newco agrees with respect to all confidential information relating to the other party (the "Disclosing Party") that is or has been furnished or disclosed to the first party (the "Receiving Party") on, after or before the date hereof including, but not limited to, information regarding the Disclosing Party's organization, personnel, business activities, customers, policies, assets, finances, costs, sales, revenues, rights, obligations, liabilities and strategies ("Confidential Information"), that, unless and until the transactions contemplated by this Agreement shall have been consummated, (1) such Confidential Information is confidential and/or proprietary to the Disclosing Party and entitled to and shall receive treatment as such by the Receiving Party and (2) the Receiving Party will, and will use require all of its best efforts to cause its directors, officers, employees, representatives, stockholders, agents and advisors (including attorneys, accountants, counsel consultants, bankers and representatives financial advisors) who have access to such Confidential Information to, hold in confidence and not disclose to others nor use (collectively except in respect of the transactions contemplated by this Agreement or as required by law or in a court, administrative, or regulatory proceeding) any such Confidential Information; provided, however, that the Receiving Party shall not have any restrictive obligation with respect to any Confidential Information which (x) is or becomes publicly known through no wrongful act or omission of, or violation of the terms hereof by, the Receiving Party or (y) becomes known to the Receiving Party from a source which, to the best of the Receiving Party's knowledge, has no confidentiality obligation with respect to such Confidential Information at the time of receipt of such Confidential Information. The Receiving Party shall provide Confidential Information only to its “Representatives”directors, officers, employees, representatives, stockholders, agents, advisors (including attorneys, accountants, consultants, bankers and financial advisors) and potential financing sources who have a need to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, know such Confidential Information in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by this Agreement. (c) No investigation pursuant to this Section 6.3 shall affect any representations or warranties of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement parties herein or the transactions contemplated hereby, except conditions to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request obligations of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationparties hereto.

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof to the Effective Time or termination pursuant to Article 10 of this Agreement, upon reasonable notice and subject to applicable Laws, FBI and First National shall afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business working hours during for the period of time prior to the Effective Time Time, reasonable access to all of its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement and other document filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the Securities Laws, (ii) a copy of all filings made with any Governmental Entity Regulatory Authorities or other governmental entities in connection with the transactions contemplated by this Agreement and all written communications received from such Regulatory Authorities and governmental entities related thereto, and (biii) all other information concerning its or its Subsidiaries' business, properties and personnel as such other party may reasonably request, including reports of condition filed with Regulatory Authorities. In this regard, without limiting the generality of the foregoing, each of the parties hereto shall notify the other parties hereto promptly upon the receipt by it of any comments from the SEC, or its staff, and of any requests by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its staff or any other government official, on the other hand, with respect to the Registration Statement or the Proxy Statement. Each party hereto shall, and shall cause its advisors and representatives to (x) conduct its investigation in such a manner which will not unreasonably interfere with the normal operations, customers or employee relations of the other and shall be in accordance with procedures established by the parties having the due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in this Agreement, and shall treat as confidential, all information obtained by each hereunder or in connection herewith and not otherwise known to them prior to the Effective Time. (b) Each of the parties hereto FBI and its Affiliates will hold, and will use their best efforts to cause their officers, directors, employees, consultants, advisors, representatives, and agents to hold, in confidence, unless compelled by judicial or other legal process, all confidential documents and information concerning First National furnished to FBI and its Affiliates in connection with the transactions contemplated by this Agreement, including information provided in accordance with this Section 8.4, except to the extent that such information can clearly be demonstrated by FBI to have been (i) previously known on a nonconfidential basis by FBI, (ii) in the public domain other than as a result of disclosure by FBI and any of its Affiliates, or (iii) later lawfully acquired by FBI from sources other than First National; provided, however, that FBI may disclose such information to its officers, directors, employees, consultants, advisors, representatives, and agents in connection with the transactions contemplated by this Agreement only to the extent that such Persons who, in FBI's reasonable judgment, need to know such information for the purpose of evaluating First National (provided that such Persons shall be informed of the confidential nature of such information and shall agree to be bound by the terms of this provision) and, in any event, such disclosures shall be made only to the extent necessary for such purposes. If this Agreement is terminated in accordance with Article 10 hereof, FBI and its Affiliates shall maintain the confidence of such information and will, and will use their best efforts to cause its officers, directors, employees, accountantsconsultants, counsel advisors, representatives, and representatives (collectively its “Representatives”) agents to, return to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, First National all documents and information concerning the other party furnished to it materials, and all copies made thereof, obtained by such other party FBI or any of its Representatives Affiliates in connection with this Agreement or the transactions contemplated hereby, except that are subject to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationSection 8.4.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party parties hereto, and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesparties’ Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its respective and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party others (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries’ business, properties and personnel as such the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of April 28, 2005, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (b) Each of In addition to and without limiting the parties hereto will holdforegoing, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining from the necessary approvals of this Agreement or date hereof until the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationEffective Time, the receiving party willCompany shall furnish to Parent, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly within eighteen (and in no event later than five (518) business days after such requestthe end of each month, the standard monthly reporting package set forth in Section 6.02(b) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationCompany Disclosure Letter.

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the First Effective Time, the Company and Parent shall (and shall cause its their respective subsidiaries to, afford ): (i) provide to the other party Party (and the other Party’s Representatives) reasonable access at reasonable times upon prior notice to the officers, current employees, accountants, counsel, financial advisors, agents, lenders properties, offices and other representatives facilities of such party Party and its subsidiaries, reasonable access during normal business hours during the period prior subsidiaries and to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, thereof; and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party (a) a copy of each material reportParty such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by it with any Governmental Entity aspects of such Party and (b) all its subsidiaries as the other information concerning Party or its business, properties and personnel as such other party Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required to provide access to or disclose information where the access or disclosure would (x) violate any legally binding obligation to a third party with respect to confidentiality, non-disclosure or privacy, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law (it being agreed that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such inconsistency, conflict, jeopardy or contravention). (b) Each of All information obtained by the parties hereto will holdParties pursuant to this Section 7.03 shall be kept confidential in accordance with the confidentiality agreement, and will use its best efforts to cause its officersdated February 16, employees, accountants, counsel and representatives 2023 (collectively its the “RepresentativesConfidentiality Agreement”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), between Parent and the Company, as the same may be further amended or supplemented, the terms of which are incorporated herein by reference. (iic) disclosed Notwithstanding anything in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in each party (and its Representatives) may consult any Tax advisor as is reasonably necessary regarding the event that structure and Tax treatment of the receiving party Transactions and may disclose to such advisor, as is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationreasonably necessary, the receiving party will, unless prohibited by law, provide structure and Tax treatment of the disclosing party with prompt written notice of such requirement Transactions and all related proceedings so materials (including any Tax analysis) that the disclosing party may seek an appropriate protective order are provided relating to such structure or waive its compliance treatment, in each case, in accordance with the confidentiality provisions of this Confidentiality Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, its accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable (the "Representatives") full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its respective (and its Subsidiaries') properties, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party upon request (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by any party pursuant to the requirements of any Applicable Law (including without limitation the FCA) or filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, Authority in connection with obtaining the necessary approvals of this Agreement Merger or any other report, schedule or documents which may have a material effect on the transactions contemplated hereby of Governmental Entitiesbusinesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations of their respective businesses, (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in to the exercise of its remedies hereunderextent not provided for pursuant to the preceding clause, all documents financial records, ledgers, work papers and other sources of financial information concerning the other party furnished to possessed or controlled by it or its accountants deemed by such other each party or its Representatives necessary or useful for the purpose of performing an audit of the business and assets of Gearon and ATS, as applicable, and, in connection with this Agreement or the transactions contemplated herebycase of ATS, except certifying financial statements and financial information pursuant to the extent that provisions of Section 8.2(g), and (iii) such documents other information concerning any of the foregoing as ATS or information can Gearon shall reasonably request. All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be shown to have been (x) known by a kept confidential and shall not, without the prior written consent of the party or its Representatives prior to disclosure disclosing such Confidential Information, be disclosed by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrarymanner whatsoever, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, whole or in a judicialpart, administrative or governmental proceeding to disclose any such documents or informationand, the receiving party will, unless prohibited except as required by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated Applicable Law (including without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media limitation in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.registration,

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof to the Effective Time, upon reasonable notice and subject to applicable Laws, FNB and West Coast shall afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business working hours during for the period of time prior to the Effective Time Time, reasonable access to all of its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement and other document filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the Securities Laws, (ii) a copy of all filings made with any Governmental Entity Regulatory Authorities or other governmental entities in connection with the transactions contemplated by this Agreement and all written communications received from such Regulatory Authorities and governmental entities related thereto, and (biii) all other information concerning its or its Subsidiaries' business, properties and personnel as such other party may reasonably request. (b) Each , including reports of condition filed with Regulatory Authorities. In this regard, without limiting the generality of the foregoing, each of the parties hereto will holdshall notify the other parties hereto promptly upon the receipt by it of any comments from the SEC, or its staff, and of any requests by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will use supply the other parties hereto with copies of all correspondence between it and its best efforts representatives, on the one hand, and the SEC or the members of its staff or any other government official, on the other hand, with respect to the Registration Statement or the Proxy Statement. Each party hereto shall, and shall cause its officers, employees, accountants, counsel advisors and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by conduct its investigation in such a party manner which will not unreasonably interfere with the normal operations, customers or its Representatives prior to disclosure employee relations of the other and shall be in accordance with procedures established by the other party heretoparties having the due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in the public domain (either this Agreement, and shall treat as confidential, all information obtained by each hereunder or in connection herewith and not otherwise known to them prior to or after the furnishing Effective Time. Except as otherwise agreed to in writing by West Coast, unless and until the Florida Articles of such documents or Merger are filed with the Secretary of State of the State of Florida, FNB, and their Subsidiaries and Affiliates will be bound by, and all information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation received with respect to the other party West Coast pursuant to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationSection 8.5 shall be subject to, the receiving party willterms of that certain confidentiality agreement entered into with West Coast, unless prohibited by lawdated July 15, provide 1996 (the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this "Confidentiality Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information").

Access to Information; Confidentiality. (aA) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (bB) Each of the The parties hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountantsconsultants, counsel advisors and representatives (collectively its “Representatives”) agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all confidential documents and information concerning the other party and its subsidiaries furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xi) previously known by on a party or its Representatives prior to disclosure nonconfidential basis by the other party heretodisclosing party, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, or (iii) later lawfully acquired by the receiving party’s authorized representative shall provide a written certification disclosing party from sources; provided that it has complied each party may disclose such information to its officers, directors, employees, consultants, advisors and agents in connection with the provisions Merger so long as such persons are informed of the preceding sentenceconfidential nature of such information and are directed to treat such information confidentially. The return of any such documents and information will not relieve the receiving party of its Each parties' obligation to maintain hold such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Notwithstanding any other provision of this Agreement, if this Agreement is terminated, such documents confidence shall be maintained and informationall confidential materials shall be destroyed or delivered to their owner, upon request.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the The parties hereto will hold, and will use its best efforts to cause its officers, directors, employees, accountantsconsultants, counsel advisors and representatives (collectively its “Representatives”) agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all confidential documents and information concerning the other party and its subsidiaries furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xi) previously known by on a party or its Representatives prior to disclosure nonconfidential basis by the other party heretodisclosing party, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, or (iii) later lawfully acquired by the receiving disclosing party from sources; provided that each party may disclose such information to its officers, directors, employees, consultants, advisors and agents in connection with the Merger so long as such persons are informed of the confidential nature of such information and are directed to treat such information confidentially. Each party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain hold such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Notwithstanding any other provision of this Agreement, if this Agreement is terminated, such documents confidence shall be maintained and informationall confidential materials shall be destroyed or delivered to their owner, upon request.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity Entity, and (bii) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the The parties hereto will hold, and will use its their best efforts to cause its their officers, directors, employees, accountantsconsultants, counsel advisors and representatives (collectively its “Representatives”) agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all confidential documents and information concerning the other party and its subsidiaries furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xi) previously known by on a party or its Representatives prior to disclosure nonconfidential basis by the other party heretodisclosing party, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, or (iii) later lawfully acquired by the receiving party’s authorized representative shall provide a written certification disclosing party from other sources; PROVIDED that it has complied each party may disclose such information to its officers, directors, employees, consultants, advisors and agents in connection with the provisions Merger so long as such persons are informed of the preceding sentenceconfidential nature of such information and are directed to treat such information confidentially. The return of any such documents and information will not relieve the receiving party of its Each parties' obligation to maintain hold such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information. Notwithstanding any other provision of this Agreement, if this Agreement is terminated, such documents confidence shall be maintained and informationall confidential materials shall be destroyed or delivered to their owner, upon request.

Access to Information; Confidentiality. (a) Each party As permitted by applicable Law, from the date of this Agreement to the Effective Time, each of Parent and the Company shall, and shall cause its subsidiaries to, afford : (i) provide to the other party (and to the other's officers, current directors, employees, accountants, consultants, legal counsel, financial advisorsagents and other representatives (collectively, "Representatives")) access at reasonable times upon prior notice to its officers, employees, agents, lenders properties, offices and other representatives of such party facilities and to its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other such information concerning its business, properties properties, contracts, assets, liabilities and personnel as such the other party or its Representatives may reasonably request. (b) Each of the parties hereto will holdparty agrees to, and will use its best efforts to shall cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless Representatives to: (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, treat and hold as confidential all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation relating to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contraryits Subsidiaries, (ii) in the event that the receiving a party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding any of its Representatives becomes legally compelled to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing other party with prompt written notice of such requirement and all related proceedings so that the disclosing such other party may seek an appropriate a protective order or other remedy or waive its compliance with the confidentiality provisions of this Agreement. In Section 6.03(b), and (iii) in the event that such protective order or other remedy is not obtained, or such other party waives compliance with this Section 6.03(b), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of by a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or any of its Representatives. Upon The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 6.03 are inadequate and that in addition thereto such parties shall be entitled to seek equitable relief, including injunction and specific performance, in the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return event of any such documents and information will not relieve breach. (c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the receiving party obligations of its obligation to maintain the confidentiality of such documents and informationparties hereto.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, its accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable (the "Representatives") full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its respective (and its Subsidiaries') properties, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns), but excluding any of the foregoing that are or may become the subject of, and not disclosable under, the terms of any confidential agreement (the "Restricted Information") and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party upon request (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by either party pursuant to the requirements of any Applicable Law (including without limitation the FCA) or filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, Authority in connection with obtaining the necessary approvals of this Agreement Merger or any other report, schedule or documents which may have a material effect on the transactions contemplated hereby of Governmental Entitiesbusinesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations of their respective businesses, (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in to the exercise of its remedies hereunderextent not provided for pursuant to the preceding clause, all documents financial records, ledgers, work papers and other sources of financial information concerning the other party furnished to possessed or controlled by it or its accountants deemed by such other each party or its Representatives in connection with this Agreement necessary or useful for the transactions contemplated herebypurpose of performing an audit of the business and assets of ATC and ATS, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party heretoas applicable, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contraryand, in the event that case of ATS, certifying financial statements and financial information pursuant to the receiving party is required under applicable law provisions of Section 7.2(d), and (iii) such other information concerning any of the foregoing as ATS or regulation or stock exchange rulesATC shall reasonably request, or in a judicial, administrative or governmental proceeding other than any Restricted Information. All Confidential Information furnished pursuant to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that , including without limitation this Agreement is terminated Section, will be kept confidential and shall not, without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.prior

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party parties hereto, and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesparties' Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party others (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as such the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (b) Each of In addition to and without limiting the parties hereto will holdforegoing, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining from the necessary approvals of this Agreement or date hereof until the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationEffective Time, the receiving party willCompany shall furnish to Parent, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly within fifteen (and in no event later than five (515) business days after such requestthe end of each month, the monthly reporting package set forth in Section 6.02(b) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationCompany Disclosure Letter.

Access to Information; Confidentiality. (a) Each party Upon reasonable notice, from the Execution Date to the Closing Date, each Party shall, and shall cause its subsidiaries Subsidiaries to, (i) afford to the other party Parties and to the their respective officers, current employees, accountants, counsel, financial advisors, agents, lenders accountants and other representatives of such party and its subsidiariesauthorized representatives, reasonable access access, during normal business hours during the period prior to the Effective Time hours, to all of its respective properties, books, contracts, commitments, personnel commitments and records andand to its officers, during such periodemployees, each party shallcounsel, accountants, or other representatives and shall cause each of its subsidiaries to(ii) if applicable, furnish promptly to the each other party Party (aA) a copy of each material report, schedule, registration statement schedule and other document filed by it with any Governmental Entity pursuant to the requirements of applicable federal or state securities Laws (other than reports or documents that the Partnership or TEGP, or their respective Subsidiaries, as the case may be, are not permitted to disclose under Applicable Law) and (bB) all other information concerning its the business, properties and personnel of such Party as such other party Party may reasonably request. No Party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Partnership Conflicts Committee or the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Execution Date. The Parties shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions referred to in the preceding sentence apply. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless Party agrees that it (i) compelled shall not use any information obtained pursuant to disclose this Section 5.2 or Section 5.5 for any purpose unrelated to (A) the consummation of the Transactions or (B) the matters contemplated by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitationSection 5.5, in connection accordance with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities)terms thereof, or and (ii) disclosed shall hold all information and documents obtained pursuant to this Section 5.2 and Section 5.5 in an action confidence; provided, however, the foregoing restrictions shall not apply to any information obtained pursuant to this Section 5.2 or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderSection 5.5 to which such Party was, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except prior to the extent that such documents Execution Date, entitled to receive pursuant to Applicable Law or information can be shown to have been (x) known by a party any contract or its Representatives prior to disclosure by the agreement other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of than this Agreement. In No investigation by any Party of the event that business and affairs of another Party shall affect, or be deemed to modify or waive, any representation, warranty, covenant or other agreement in this Agreement is terminated without the transactions contemplated hereby having been consummatedAgreement, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause conditions to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving partyany Party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain consummate the confidentiality of such documents and informationTransactions.

Access to Information; Confidentiality. (a) Each party shallBetween the date of this Agreement and the Closing Date, HDL, on the one hand, and KCEC, on the other hand, shall cause its subsidiaries to, afford give to the other party other(s) and to the their respective lenders, officers, current employees, accountants, counseldirectors, financial advisors, agents, lenders counsel and other representatives of such party and its subsidiaries, reasonable agents access during normal business hours during the period prior to the Effective Time to all offices of HDL or KCEC, as the case may be, and to all of its respective propertiesbooks and records, books, contracts, commitments, personnel and records and, during permit them to make such period, each party shall, inspections as they may require and shall cause each of its subsidiaries toHDL's or KCEC's respective officers, directors and employees to furnish promptly the other(s) and their prospective lenders, officers, directors, financial advisors, counsel and other agents with such financial and operating data and other information with respect to the other party (a) a copy business and properties of each material reportHDL and KCEC or their prospective lenders, scheduleofficers, registration statement directors, financial advisors, counsel and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party agents may from time to time reasonably request, and as may be necessary to establish the performance by the parties hereto of their covenants under this Agreement and the accuracy of their representations and warranties herein, and in connection with the preparation of any filing or submission to any governmental entity or regulatory body. (b) Each of HDL, on the parties hereto will one hand, and KCEC, on the other hand, shall hold, and will shall use its best commercially reasonable efforts to cause its their respective officers, employeesdirectors, accountantspartners, prospective lenders, financial advisors, counsel and representatives (collectively its “Representatives”) other agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or process, or, in the opinion of their counsel, by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all documents and information concerning HDL or KCEC, as the case may be, furnished to the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, by this Agreement (except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (yi) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives HDL or any of their respective Affiliates on the one hand, or KCEC or any of their Affiliates, on the other hand; or (zii) later lawfully acquired without the breach of any other agreement by a party hereto or their respective officers, directors, partners, financial advisors, counsel and other agents from other sources) and will not release or disclose such information to any other Person, except its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the officers, directors, prospective lenders, financial advisors, counsel and other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, agents in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party connection with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without If the transactions contemplated hereby having been by this Agreement are not consummated, upon the request of a partysuch confidence shall be maintained as hereinbefore provided, and, if requested by any party hereto case may be, the other party other(s) will, and will cause its Representatives officers, directors, partners, prospective lenders, financial advisors, counsel and other agents to, promptly (and in no event later than five (5) business days after such request) redeliver or cause return to be redelivered the requesting party all documents and copies of written information furnished by or on its behalf to the requesting party other(s) or its Representativestheir respective officers, including all copies thereofdirectors, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notesprospective lenders, memorandafinancial advisors, summaries, analyses, compilations counsel and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationagents.

Access to Information; Confidentiality. (a) Each party shallof the Company Parties, on one part, and Public Company and ISR, on another part, shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesother party, reasonable access during normal business hours during the period prior to the Effective Time Closing Date to all its their respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, of the # Company Parties and Public Company and ISR shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of United States federal or state securities laws and (bii) all other information concerning its business, properties and personnel as such other party may reasonably request. No review pursuant to this Section 6.1 shall affect any representation or warranty given by the other party hereto. (b) Each of the parties hereto will holdCompany Parties, on one part, and Public Company, on another part, will use its best efforts to hold and will cause its each of their respective officers, directors, employees, accountantsattorneys, counsel investment bankers and representatives other advisors (collectively its “Representativesrepresentatives”) to hold, hold in strict confidence, confidence (unless (i) compelled to disclose by judicial or administrative process process) all non-public information obtained, whether prior to or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining after the necessary approvals date of this Agreement Agreement, from or the transactions contemplated hereby provided on behalf of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated herebyparty, except to the extent that such documents or information can be shown to have been (xi) previously known by a party or its Representatives prior to disclosure independently developed by the other party heretoreceiving such information, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives the receiving party, or (ziii) later lawfully acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, from other sources not known by the receiving party to be bound by confidentiality obligations (the “Confidential Information”). Each of the Company Parties, on one part, and Public Company and ISR, on another part, will, unless prohibited and will cause each of their respective representatives to, use the Confidential Information received by law, provide it solely in connection with its evaluation of the disclosing party with prompt written notice transactions contemplated by this Agreement in furtherance of the consummation of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance transactions in accordance with the confidentiality provisions terms of this Agreement. In the event that of the termination of this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a partyAgreement, the other party Company Parties, on one part, and Public Company and ISR, on another part, will, and will cause its Representatives each of their respective representatives to, (x) maintain the confidentiality of the Confidential Information, and (y) return all written Confidential Information promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon upon the written request of the disclosing other party. In addition, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions each of the preceding sentence. The return Company Parties, on one part, and Public Company and ISR, on another part, will, and will cause each of their respective representatives, not to solicit any such documents employee of the other for employment, provided that each of Company and information will Public Company and ISR may engage in general solicitations of employment not relieve specifically directed to employees of Company and Public Company and ISR, as the receiving party of its obligation to maintain the confidentiality of such documents and informationcase may be.

Access to Information; Confidentiality. (a) Each party Subject to applicable law, each of Parent and Company shall, and shall cause its subsidiaries to, afford to Subsidiaries and the other party and to the respective officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of each such party, to afford each other party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly to each other party all other information concerning its business, properties and personnel as such other party may reasonably request. In addition, each of Parent and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning the internal or external reports prepared by it and/or its business, properties and personnel as such Subsidiaries in the ordinary course that are reasonably required by the other party may reasonably requestpromptly after such reports are made available to such party’s personnel. No review pursuant to this Section 5.2 shall affect any representation or warranty given by any party. (b) Each of the parties hereto party will holdkeep, and will use its best efforts to cause its Subsidiaries, Affiliates, directors, officers, employees, accountantsagents and advisors (collectively, counsel and representatives (collectively its such party’s “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderkeep, all information and documents and information concerning obtained from the other party furnished to it by such other party or its Representatives in connection with pursuant to Section 5.2(a) or during the investigations leading up to the execution of this Agreement confidential unless such information (i) was already in the possession of the party receiving the information (the “Receiving Party”), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other direct or indirect obligation of secrecy to, the transactions contemplated herebyparty disclosing the information or documents (the “Disclosing Party”), except (ii) becomes generally available to the extent that such documents or information can be shown to have been (x) known by public other than as a party or its Representatives prior to result of a disclosure by the other party hereto, (y) in the public domain (either prior to Receiving Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (ziii) later acquired by becomes available to the Receiving Party from a party source other than the Disclosing Party or its Representatives from another source if such party or such Representative is not aware Representatives, provided that such source is under an obligation not known by the Receiving Party to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesbe bound by a confidentiality agreement with, or in a judicial, administrative other direct or governmental proceeding to disclose any such documents or informationindirect obligation of secrecy to, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementDisclosing Party. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause by this Agreement shall otherwise fail to be destroyed consummated, each party shall promptly cause all notescopies of documents or extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, memoranda, summaries, with respect to information contained in analyses, compilations and compilations, studies or other writings related thereto documents or based thereon records prepared by the delivering Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Representatives become legally compelled to disclose any such information or documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any time, with advance notice to the other party, make disclosures of such information and documents as may be required or its Representativesrequested by such party’s applicable regulatory authorities. Upon Notwithstanding anything herein to the written request contrary, any party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return transactions and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such documents tax treatment and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationtax structure.

Access to Information; Confidentiality. (a) Each party Subject to applicable Law and Section 6.4(b), upon reasonable notice during the Pre-Closing Period, the Debtors shall afford the Commitment Parties and their Representatives upon request reasonable access, during normal business hours and without unreasonable disruption or interference with the Debtors’ business or operations, to the Debtors’ 44 (b) From and after the date hereof until the date that is one (1) year after the expiration of the Pre-Closing Period, each Commitment Party shall, and shall cause its subsidiaries Representatives to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled keep confidential and not provide or disclose to disclose any Person any documents or information received or otherwise obtained by judicial such Commitment Party or administrative process its Representatives pursuant to Section 6.4(a), Section 6.5 or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the transactions contemplated hereby other Transaction Agreements and who agrees to observe the terms of Governmental Entitiesthis Section 6.4(b) (and such Commitment Party will remain liable for any breach of such terms by any such Affiliate or Representative)), or and (ii) disclosed in an action not use such documents or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the for any purpose other party furnished to it by such other party or its Representatives than in connection with this Agreement or the other Transaction Agreements or the transactions contemplated herebyhereby or thereby. Notwithstanding the foregoing, except to the extent that such immediately preceding sentence shall not apply in respect of documents or information can be shown that (A) is now or subsequently becomes generally available to have been the public through no violation of this Section 6.4(b), (xB) known by becomes available to a party Commitment Party or its Representatives prior to disclosure by on a non-confidential basis from a source other than any of the other party heretoDebtors or any of their respective Representatives, (yC) in the public domain (either prior becomes available to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party Commitment Party or its Representatives from another source if through document production or discovery in connection with the Chapter 11 Cases or other judicial or administrative process, but subject to any confidentiality restrictions imposed by the Chapter 11 Cases or other such party process, or (D) such Commitment Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, shall provide the disclosing party Company with prompt written notice of such requirement legal compulsion and cooperate with the Company to obtain a protective Order or similar remedy to cause such information or documents not to be disclosed, including interposing all related proceedings so available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party may seek an appropriate protective order shall furnish only that portion of such information or waive its compliance with the confidentiality provisions of this Agreement. In the event documents that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause legally required to be redelivered all documents disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representativesdocuments. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.45

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof until the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice and subject to applicable Laws, ABI and Murdxxx xxxll afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business hours during the period of time prior to the Effective Time Time, reasonable access to all of its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and of Murdxxx xxx ABI shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the Securities Laws or federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable Law), (b) a copy of all filings made with any Regulatory Authorities or other Governmental Entity Entities in connection with the transactions contemplated by this Agreement and all written communications received from such Regulatory Authorities and Governmental Entities related thereto, and (bc) all other information concerning its business, properties properties, and personnel as such other party may reasonably request. (b) Each , including reports of condition filed with Regulatory Authorities. In this regard, without limiting the generality of the foregoing, each of the parties hereto will holdshall notify the other parties hereto promptly upon the receipt by it of any comments from the SEC, or its staff, and any requests by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will use supply the other parties hereto with copies of all correspondence between it and its best efforts representatives, on the one hand, and the SEC or the members of its staff or any other government official, on the other hand, with respect to the Registration Statement or the Proxy Statement. Each party hereto shall, and shall cause its officers, employees, accountants, counsel advisors and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by conduct its investigation in such a party manner which will not unreasonably interfere with the normal operations, customers or its Representatives prior to disclosure employee relations of the other and shall be in accordance with procedures established by the other party heretoparties having due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in the public domain (either this Agreement and shall treat as confidential all such information obtained by each hereunder or in connection herewith and not otherwise known to them prior to or after the furnishing of such documents or information hereunder) through no fault of a party Effective Time. Except as otherwise agreed to in writing by Murdxxx, xxtil the Effective Time, ABI and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents Subsidiaries and information confidential. Notwithstanding any provision of this Agreement to the contraryaffiliates will be bound by, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so information received with respect to Murdxxx xxxsuant to this Section 8.2 shall be subject to that certain confidentiality agreement entered into with ABI on August 11, 1997. Except as otherwise agreed to in writing by ABI, until the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedEffective Time, upon the request of a party, the other party willMurdxxx xxxl be bound by, and will cause its Representatives toall information received with respect to ABI pursuant to this Section 8.2 shall be subject to that certain confidentiality agreement entered into with Murdxxx xx August 15, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information1997.

Access to Information; Confidentiality. (a) Each party shallSubject to Applicable Law, between the date hereof and the Closing Date, Seller and Parent (i) shall give the other parties hereto and their respective authorized representatives reasonable access to all employees, all plants, offices, warehouses, and other facilities, and all books and records of the Target Subsidiaries and Parent and the Parent Subsidiaries, as applicable, (ii) shall permit the other parties hereto and their respective authorized representatives to make such inspections as they may reasonably require, and (iii) shall cause its subsidiaries to, afford the officers of such party to furnish to the other party parties hereto and their respective authorized representatives with such financial and operating data and other information with respect to the officersTarget Subsidiaries and Parent and the Parent Subsidiaries, current employeesas applicable, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to as the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party parties hereto may from time to time reasonably request. (b) Each of the parties hereto agrees that it will holdnot use, or permit the use of, any of the information relating to any other party hereto furnished or made available to it in connection with the transactions contemplated herein (“Information”) for any purpose or in any manner other than solely in connection with its evaluation or consummation of the transactions contemplated by this Agreement and shall in no event use or permit the use of any of such Information in a manner or for a purpose detrimental to such other party, and that it will use not disclose, divulge, provide or make accessible (collectively, “Disclose”), or permit the Disclosure of, any of the Information to any Person, other than solely to its best efforts to cause its directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents (collectively its collectively, the “Representatives”) who have a need to holdknow such Information to carry out the purposes of this Agreement, in strict confidence, unless (i) compelled to disclose except as may be required by judicial or administrative process or or, in the opinion of such party’s counsel, by other requirements of applicable laws Applicable Law; provided, however, that prior to any Disclosure of Governmental Entities any Information permitted hereunder, the disclosing party shall first inform the recipients of the confidential nature of such Information and require them to treat such Information confidentially. The term “Information” as used herein shall not include any information relating to a party which the party receiving such information can show: (including, without limitation, i) to have been rightfully in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or its possession prior to its receipt from another party hereto; (ii) disclosed to be now or to later become generally available to the public through no fault of the receiving party; (iii) to have been received separately by the receiving party in an action unrestricted manner from a Person entitled to disclose such information; or proceeding brought (iv) to have been developed independently by a the receiving party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished without regard to it by such other party or its Representatives any Information received in connection with this Agreement or the transactions contemplated hereby, except transaction. Each party hereto also agrees to promptly return to the extent that such documents party from whom originally received all original and duplicate copies of materials containing Information and to destroy any summaries, analyses or information can be shown to have been extracts thereof or based thereon (xwhether in hard copy form or intangible media) known by a party or its Representatives prior to disclosure by upon the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions termination of this Agreement. In Upon the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request return of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished of Information by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause recipient of such Information to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative recipient shall provide a deliver written certification that it has complied does not have any copies of Information in its possession. A party hereto shall be deemed to have satisfied its obligations to hold the Information confidential if it exercises the same care as it takes with the respect to its own similar information, which shall in no event be less than reasonable care. The provisions of the preceding sentence. The return this Section 6.1(b) shall survive for two (2) years after any termination of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationthis Agreement.

Access to Information; Confidentiality. (a) Each party The Company shall, and shall cause its subsidiaries to, afford throughout the period from the date hereof to the other party and to the officersMeasurement Date, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party (i) provide Siemens and its subsidiariesAffiliates and their respective Representatives with full access, upon reasonable access prior notice, during normal business hours during the period prior to the Effective Time to all officers, employees, agents, accountants and customers of the Company and its Subsidiaries, and their respective assets, properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party such persons (ax) a copy of each material report, schedulestatement, registration statement schedule and other document filed or received by it the Company or any Subsidiary pursuant to the requirements of federal or state securities laws or filed with any Governmental Entity other governmental or regulatory authority, and (by) all other information and data (including, without limitation, copies of contracts, Benefit Plans and other books and records) concerning its the business, properties employees and personnel operations of the Company (including product development) and its Subsidiaries as Siemens or any of such other party persons reasonably may reasonably request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. (b) Each of Until the parties hereto Measurement Date, Siemens will hold, and will use its best efforts to cause its officers, employees, accountants, counsel Affiliates and representatives (collectively its “Representatives”) their respective Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities governmental or regulatory authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entitiesgovernmental or regulatory authorities); provided that to the extent reasonably practicable Siemens shall provide the Company with reasonable notice of such compelled disclosure, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party Company and its Subsidiaries furnished to it by such other party the Company or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xw) known by a party Siemens, any of its Affiliates or its any of their respective Representatives prior to disclosure by the other party heretoCompany or its Representatives, (yx) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party Siemens and its Representatives or Representatives, (zy) later acquired by a party Siemens, any of its Affiliates or its any of their respective Representatives from another source if Siemens, such party Affiliate or such Representative is not aware that such source is under an obligation to the other party Company to keep such documents and information confidential. Notwithstanding confidential or (z) independently developed by Siemens or any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementAffiliates. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a partythe Company, the other party Siemens will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all copies of documents and information furnished by the requesting party Company or its RepresentativesRepresentatives to Siemens, including all copies thereof, in whatever media its Affiliates and their Representatives in connection with this Agreement or the transactions contemplated hereby and destroy de- stroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party Siemens or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each Subject to applicable Laws each party shall, and shall cause its subsidiaries to, afford to the other party others, and to the others' officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesRepresentatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party others (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as such the other party may reasonably request. (b) Each . Except for disclosures expressly permitted by the terms of the parties hereto will confidentiality agreement, dated as of March 10, 2003, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and will use its best efforts to shall cause its officers, employees, accountants, counsel counsel, financial advisors and representatives (collectively its “Representatives”) other Representatives to hold, all information received from the other party, directly or indirectly, in strict confidence, unless confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (ib) compelled Notwithstanding anything to disclose by judicial the contrary set forth herein or administrative process in any other agreement to which the parties hereto are parties or by other requirements of applicable laws of Governmental Entities which they are bound (including, without limitation, in connection with obtaining the necessary approvals Confidentiality Agreement), commencing on the Release Date (as defined below), the obligations of this Agreement or confidentiality contained herein and therein, as they relate to the transactions contemplated hereby of Governmental Entities)herein, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except shall not apply to the extent that such documents tax structure or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.tax

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the Effective Time, the Company and Good Works shall (and shall cause its their respective subsidiaries to, afford ): (i) provide to the other party (and the other party’s Representatives) reasonable access at reasonable times upon prior notice to the officers, current employees, accountants, counsel, financial advisorsworkers, agents, lenders properties, offices and other representatives facilities of such party and its subsidiaries, reasonable access during normal business hours during the period prior subsidiaries and to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, thereof; and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party (a) a copy of each material reportsuch information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by it with any Governmental Entity aspects of such party and (b) all other information concerning its business, properties and personnel subsidiaries as such the other party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor Good Works shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege, violate any legally-binding obligation to a third party with respect to confidentiality, non-disclosure or privacy, or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and All information concerning the other party furnished to it by such other party or its Representatives previously provided in connection with this Agreement or and the consummation of the transactions contemplated hereby, except to the extent that such documents or hereby and all information can be shown to have been (x) known by a party or its Representatives prior to disclosure obtained by the other party heretoparties pursuant to this Section 8.03 shall be kept confidential in accordance with the confidentiality agreement, dated May 31, 2022 (ythe “Confidentiality Agreement”), between Good Works and the Company, the terms of which are incorporated herein by reference. (c) Notwithstanding anything in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in each party (and its respective Representatives) may consult any Tax advisor as is reasonably necessary regarding the event that structure and tax treatment of the receiving party Transactions and may disclose to such advisor, as is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationreasonably necessary, the receiving party will, unless prohibited by law, provide structure and tax treatment of the disclosing party with prompt written notice of such requirement Transactions and all related proceedings so materials (including any tax analysis) that the disclosing party may seek an appropriate protective order are provided relating to such structure or waive its compliance treatment, in each case, in accordance with the confidentiality provisions of this Confidentiality Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. Notwithstanding the execution of this Agreement that certain letter agreement dated November 16, 2001 by and between EIG Realty, Inc., a Maryland corporation, general partner of Seller, and Purchaser shall remain in effect, subject to its terms, except that the same shall be deemed modified and amended by this Section 7.1 (hereinafter, as modified and amended, the "Confidentiality Agreement"). If there is any inconsistency between this Agreement and the Confidentiality Agreement, this Agreement shall govern. (a) Certain information (whether written or oral) relating to the transactions contemplated hereunder, the Purchased Assets, Seller and its Affiliates, Purchaser and its Affiliates and their properties, some of which is non-public, confidential and proprietary in nature, such information, in whole or in part, together with analyses, computations, studies or other documents prepared by Purchaser or Seller or their Representatives (as hereinafter defined) which contains, any such information, is hereinafter referred to as the "Information". Purchaser and Seller agree that: (i) The Information will be kept confidential by them and they shall use their reasonable efforts to ensure that the Information is kept confidential by their affiliates, representatives, agents, advisors or employees (collectively, as applicable, their "Representatives"), and they shall not and they shall use their reasonable efforts to ensure that their Representatives shall not, other than as provided in this Agreement, without the prior written consent of the other party, disclose the Information of the other party in any manner whatsoever, in whole or in part, and the Information shall be used by such party and their Representatives solely for the purpose of the transactions contemplated hereunder. Moreover, the Information will only be transmitted to their Representatives who need to know the Information for purposes of providing assistance in connection with the transactions and who are -35- informed of the confidential nature of the Information. Each party shallagrees to take reasonably effective precautions, contractual or otherwise, calculated to prevent unauthorized use or disclosure of the Information. (ii) In the event that this Agreement is terminated by either party, then upon written request of a party, the Information, and shall cause its subsidiaries toall copies thereof, afford will be returned to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of promptly without such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except retaining any copies thereof. Any oral Information will continue to be subject to the extent that terms of this Agreement. The term "Information" does not include information that: (A) becomes generally available to the public other than as a result of a disclosure by the party charged with keeping it confidential or anyone to whom such documents or information can be shown party transmitted the information; or (B) was available to have been (x) known by such party on a party or its Representatives non-confidential basis prior to its disclosure to such party by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault violation or breach of a party and its Representatives or any prior confidentiality obligation of any other person. (ziii) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement anything herein to the contrary, in the event that the receiving any party is or its Representatives are requested or required under applicable law (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding similar process) to disclose any of the Information, such documents or information, the receiving party will, unless prohibited by law, shall (a) promptly provide the disclosing other party with prompt written notice of such requirement requirement, (b) furnish only that portion of the Information that such party is advised by opinion of counsel is legally required, and all related proceedings (c) use its reasonable efforts to obtain assurance that confidential treatment will be accorded such Information. In the event any such disclosure is so that the disclosing required, such party may shall use its reasonable efforts to assist such party or its Representatives in any efforts it undertakes to seek an appropriate a protective order or waive its compliance with other appropriate remedy. (iv) The parties hereby confirm that any Information that may have been disclosed prior to the confidentiality date hereof was disclosed on the basis set forth herein and shall be subject to the provisions of this Agreement. In . (b) Notwithstanding anything herein to the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a partycontrary, the other party willobligations of Purchaser set forth in this Section 7.1 shall not apply to any Information that is required, and will cause its Representatives toor Purchaser determines based on advice of counsel (including in house counsel) is advisable, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished disclosed by Purchaser (x) to comply with applicable securities laws or regulations or under the requesting party rules or its Representativespolicies of the New York Stock Exchange ("NYSE"), including all copies thereof, in whatever media in connection with the filing by Purchaser of a registration statement under the Securities Act, (y) in connection with an offering of its securities or (z) as otherwise may be consistent with its past disclosure practices. Without limiting but subject to the foregoing, Purchaser may disclose, (i) a summary description of the material terms of this Agreement Agreement, (ii) a copy of this Agreement, (iii) to the extent necessary to comply with applicable securities laws or the transactions contemplated hereby and destroy rules or cause policies of the NYSE or as reasonably determined by Purchaser to be destroyed all notesadvisable in connection with an offering of its securities, memorandahistorical and pro forma financial information with respect to the Purchased Assets or the Properties, summariesand (iv) such aggregate portfolio information, analyses, compilations and other writings related thereto or based thereon prepared by including the delivering party or its Representatives. Upon the written request location of the disclosing partyProperties, that would typically be disclosed in any investor or analyst call or, to the receiving party’s authorized representative extent necessary to comply with applicable securities laws or the rules or policies of the NYSE or as reasonably -36- determined by Purchaser to be advisable in connection with an offering of its securities, in a registration statement or other public filing made under applicable securities laws or otherwise consistent with its past disclosure practices. (c) From and after the Closing, Purchaser shall provide a written certification that it has complied have the right to disclose any Information about the Purchased Assets and to use the Information in connection with the employment of the Transferred Employees. Notwithstanding the Closing, Seller shall still be required to keep any and all Information about Purchaser confidential, subject to the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationthis Section 7.1.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, The Acquired Entities will afford to the other party Parent, Purchaser and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party Parent and its subsidiariesPurchaser, reasonable access during normal business hours upon advance notice and at other mutually convenient times during the period prior to the Effective Time Closing Date to all its respective their properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, period the Acquired Entities will furnish promptly to the other party Purchaser in accordance with applicable Law: (ai) a copy of each material report, schedule, registration statement schedule and other document filed by it the Acquired Entities or Subsidiaries or on their behalf during such period with any Governmental Entity Authority and (bii) all other information concerning its their business, properties and personnel as such other party Purchaser may reasonably request. No investigation by Parent or Purchaser will affect the representations and warranties of the Acquired Entities. (b) Each Except to the extent that (i) any such information is or becomes generally available to the public, (ii) any such information is required to be disclosed by a court or Governmental Authority of competent jurisdiction, (iii) any such information has become or becomes available to Parent or Purchaser on a non-confidential basis and from a source (other than a party to this Agreement or any representative of such party) that is not bound by a confidentiality agreement or (iv) use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the parties hereto transactions contemplated herein, each of the Acquired Entities, Parent and Purchaser will hold, and will use its best efforts to cause its respective officers, employees, accountants, counsel counsel, financial advisors and other representatives (collectively its “Representatives”) and Affiliates to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and any nonpublic information concerning received from the other party furnished to it by in confidence until such other party or its Representatives in connection with this Agreement or time as such information becomes publicly available (otherwise than through the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return wrongful act of any such documents Person) and will use its reasonable best efforts to ensure that such Persons do not disclose such information will not relieve to others without the receiving party prior written consent of its obligation to maintain the confidentiality of such documents and informationAcquired Entities or Purchaser, as the case may be.

Access to Information; Confidentiality. (a) Each party shall, WNNI and shall cause its subsidiaries to, afford to the other party and to the officers, current employeesattorneys, accountants, counselconsultants and representatives shall continue to have access to the books and records of PVG and such other information pertaining to the business and assets of PVG as WNNI shall reasonably request, financial advisorsand PVG and its attorneys, agentsaccountants, lenders consultants and representatives shall continue to have access to the books and records of WNNI and such other information pertaining to the business and assets of WNNI as PVG shall reasonably request, and each of WNNI and PVG shall provide the other with reasonable access to its officers and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably requestpersonnel. (b) Each party shall treat in confidence all documents, materials, and other information which it has and shall have obtained regarding the other party during the course of the parties hereto will holdnegotiations leading to the consummation of the transactions contemplated by this Agreement (whether obtained before or after the date of this Agreement) and the preparation of this Agreement and other related documents. The obligation of each party to treat such documents, materials and will use its best efforts other information in confidence shall not apply to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless any information which (i) compelled such party can demonstrate was already lawfully in its possession prior to disclose the disclosure thereof by judicial or administrative process or by the other requirements of applicable laws of Governmental Entities (includingparty, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except is known to the extent that such documents or information can be shown to have been (x) public and did not become so known by through any violation of a party or its Representatives prior to disclosure by the other party heretolegal obligation, (yiii) in became known to the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such party, (iv) is later lawfully acquired by such party from other sources, (v) is required to be disclosed under the provisions of any federal, state or local statute or regulation issued by a party and its Representatives duly authorized agency, board or commission thereof, or (zvi) later acquired is required to be disclosed by a rule or order of any court of competent jurisdiction. Each party or its Representatives from another source agrees, if it breaches any of the terms of this Section 4.06(b), it will consent to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction enjoining such party or such Representative is not aware that such source is under an obligation from continuing to breach the other party to keep such documents and information confidential. Notwithstanding any provision terms of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementSection 4.06(b). In the event that this Agreement is shall be terminated without for any reason, the parties hereto shall, and shall cause their respective officers, directors, employees and agents to, promptly return any and all copies of all documents, materials and other information which are confidential, proprietary or otherwise relate to a trade secret of the other party which was received in connection with the negotiation of the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationAgreement.

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the Effective Time, the Company will give Parent and shall cause its subsidiaries toBuyer and their authorized representatives (including counsel, afford to the other party and to the officers, current employees, accountants, counselconsultants, financial advisors, agentsaccountants, lenders banks, financial institutions and other auditors), and including no more than one full-time, on-site representative of Buyer unless the Company consents to additional on-site representatives of such party and its subsidiarieswhich consent shall not be unreasonably withheld, reasonable full access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitmentsfacilities, personnel and operations and to all books and records andof the Company and its subsidiaries, during will permit Buyer and its on-site representative to make such period, each party shall, inspections as it may reasonably require and shall will cause each its officers and those of its subsidiaries toto furnish Buyer and its on-site representative with such financial and operating data and other information with respect to its business and properties as Buyer or such on-site representative may from time to time request; provided, furnish promptly however, that, notwithstanding the foregoing, Buyer and such on-site representative shall have no authority with respect to the other party (a) a copy facilities, personnel, management or operations of each material reportthe Company and, scheduleprovided further that Buyer and such on-site representative shall not interfere with the day-to-day operations of the Company; provided, registration statement further that, any such inspections and other document filed by it with any Governmental Entity examinations shall be conducted at reasonable times and (b) all other information concerning its business, properties under reasonable circumstances. The Company shall give Parent and personnel as such other party may reasonably requestBuyer and their authorized representatives full and reasonable access to the Company's management. (b) Each of the parties hereto will hold, Parent and will use its best efforts Buyer agrees to cause its officers, employees, accountants, counsel keep confidential and representatives (collectively its “Representatives”) not divulge to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such any other party or its Representatives in connection with this Agreement person (other than to the employees, attorneys, accountants and consultants of each who have a need to receive such information and other than as may be required by law or the transactions contemplated herebyrules of the New York Stock Exchange) any information received from the Company, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party unless and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep until such documents and other information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreementotherwise becomes publicly available. In the event that of termination of this Agreement is terminated without for any reason, each of Parent and Buyer shall promptly return, or at the transactions contemplated hereby having been consummatedelection of the Company, destroy all non-public documents obtained from the Company and any copies or notes of such documents (except as otherwise required by law) and, upon the request of a partythe Company, confirm such destruction to the other party will, and will cause its Representatives to, promptly (and Company in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationwriting.

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the Effective Time, the Company and Pace shall (and shall cause its their respective subsidiaries to, afford ): (i) provide to the other party (and the other party’s Representatives reasonable access at reasonable times upon prior notice to the officers, current employees, accountants, counsel, financial advisors, agents, lenders properties, offices and other representatives facilities of such party and its subsidiaries, reasonable access during normal business hours during the period prior subsidiaries and to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, thereof; and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party (a) a copy of each material reportsuch information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by it with any Governmental Entity aspects of such party and (b) all other information concerning its business, properties and personnel subsidiaries as such the other party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor Pace shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege, violate any legally-binding obligation to a third party with respect to confidentiality, non-disclosure or privacy, or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and All information concerning the other party furnished to it by such other party or its Representatives previously provided in connection with this Agreement or and the consummation of the transactions contemplated hereby, except to the extent that such documents or hereby and all information can be shown to have been (x) known by a party or its Representatives prior to disclosure obtained by the other party heretoparties pursuant to this Section 9.03 shall be kept confidential in accordance with the confidentiality agreement, dated April 14, 2021 (ythe “Confidentiality Agreement”), between Pace and the Company, the terms of which are incorporated herein by reference. (c) Notwithstanding anything in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in each party (and its respective Representatives) may consult any Tax advisor as is reasonably necessary regarding the event that structure and tax treatment of the receiving party Transactions and may disclose to such advisor, as is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or informationreasonably necessary, the receiving party will, unless prohibited by law, provide structure and tax treatment of the disclosing party with prompt written notice of such requirement Transactions and all related proceedings so materials (including any tax analysis) that the disclosing party may seek an appropriate protective order are provided relating to such structure or waive its compliance treatment, in each case, in accordance with the confidentiality provisions of this Confidentiality Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, will afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, Representatives reasonable access during normal business hours to the properties, books, records and personnel of the other party during the period prior to the Effective Time Closing to obtain all its respective information concerning the business, including the status of merchandising efforts, leasing activities, distribution center planning, properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each results of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties operations and personnel of such party, as such the other party may reasonably request. No information or knowledge obtained in any investigation will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the other party. (b) Each of All information furnished to the parties hereto or to their respective Representatives pursuant to this Section 8.11 or the Confidentiality Agreement and all analyses, compilations, studies or other documents prepared by either party hereto or by their respective Representatives containing, or based in whole or part on, any such information, are herein collectively referred to as the "Confidential Information." In the event this Agreement is terminated, each party agrees that after the date of termination neither it nor its Representatives shall use the Confidential Information of any other party for any purpose and all copies of the Confidential Information will holdbe returned or destroyed upon written request of the furnishing party, provided however that any Confidential Information consisting of documents prepared by a party or its Representatives based on data contained in the Confidential Information need only be destroyed and not returned, and will use its best efforts such party shall certify to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless the other party that it has done so. The term Confidential Information shall not include such portions of the Confidential Information which (i) compelled are or become generally available to disclose by judicial or administrative process or by the public other requirements than as a result of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought a disclosure by a party hereto or its Representatives in pursuit breach of its rights obligations hereunder or in under the exercise of Confidentiality Agreement before the date hereof, (ii) are or become available to a party or its remedies hereunder, all documents and information concerning Representatives on a nonconfidential basis from a source other than the other party furnished to it by such other party or its Representatives in connection with this Agreement Representatives, or the transactions contemplated hereby, except (iii) were known to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party Party shall, and shall cause its respective subsidiaries to, afford to the other party Party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders lenders, and other representatives of such party Party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party Party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party Party (ai) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity Entity, and (bii) all other information concerning its business, properties and personnel as such other party Party may reasonably request. (b) Each of the parties hereto The Parties will hold, and will use its their best efforts to cause its their officers, directors, employees, accountantsconsultants, counsel advisors and representatives (collectively its “Representatives”) agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all confidential documents and information concerning the other party Party and its subsidiaries furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xi) previously known by on a party or its Representatives prior to disclosure nonconfidential basis by the other party heretodisclosing Party, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives the disclosing Party, or (ziii) later lawfully acquired by a party or the disclosing Party from other sources; provided, however, that each Party may disclose such information to its Representatives from another source if officers, directors, employees, consultants, advisors, and agents in connection with the Merger so long as such party or persons are informed of the confidential nature of such Representative is not aware that information and are directed to treat such source is under an information confidentially. Each Parties’ obligation to hold such information in confidence shall be satisfied if it exercises the other party same care with respect to keep such documents and information confidentialas it would exercise to preserve the confidentiality of its own similar information. Notwithstanding any other provision of this Agreement to the contraryAgreement, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that if this Agreement is terminated without the transactions contemplated hereby having been consummatedterminated, such confidence shall be maintained and all confidential materials shall be destroyed or delivered to their owner, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shallBetween the date of this Agreement and the Closing Date, TKEUSA and TKE, on the one hand, and ANC, on the other hand, shall cause its subsidiaries to, afford give to the other party other(s) and to the their respective lenders, officers, current employees, accountants, counseldirectors, financial advisors, agents, lenders counsel and other representatives of such party and its subsidiaries, reasonable agents access during normal business hours during the period prior to the Effective Time to all offices of TKEUSA or ANC, as the case may be, and to all of its respective propertiesbooks and records, books, contracts, commitments, personnel and records and, during permit them to make such period, each party shall, inspections as they may require and shall cause each of its subsidiaries toTKEUSA's or ANC's respective officers, directors and employees to furnish promptly the other(s) and their prospective lenders, officers, directors, financial advisors, counsel and other agents with such financial and operating data and other information with respect to the other party (a) a copy business and properties of each material reportTKEUSA and ANC or their prospective lenders, scheduleofficers, registration statement directors, financial advisors, counsel and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party agents may from time to time reasonably request, and as may be necessary to establish the performance by the parties hereto of their covenants under this Agreement and the accuracy of their representations and warranties herein, and in connection with the preparation of any filing or submission to any governmental entity or regulatory body. (b) Each of TKE and TKEUSA, on the parties hereto will one hand, and ANC, Xxxxx and Xxxxxxxxxxx on the other hand, shall hold, and will shall use its best commercially reasonable efforts to cause its their respective officers, employeesdirectors, accountantspartners, prospective lenders, financial advisors, counsel and representatives (collectively its “Representatives”) other agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or process, or, in the opinion of their counsel, by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlaw, all documents and information concerning TKEUSA or ANC, as the case may be, furnished to the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, by this Agreement (except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (yi) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and TKEUSA, TKE or any of their respective Affiliates on the one hand, or ANC or its Representatives Affiliates, on the other hand; or (zii) later lawfully acquired without the breach of any other agreement by a party hereto or their respective officers, directors, partners, financial advisors, counsel and other agents from other sources) and will not release or disclose such information to any other Person, except its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the officers, directors, prospective lenders, financial advisors, counsel and other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, agents in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party connection with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without If the transactions contemplated hereby having been by this Agreement are not consummated, upon the request of a partysuch confidence shall be maintained as hereinbefore provided, and, if requested by any party hereto case may be, the other party other(s) will, and will cause its Representatives officers, directors, partners, prospective lenders, financial advisors, counsel and other agents to, promptly (and in no event later than five (5) business days after such request) redeliver or cause return to be redelivered the requesting party all documents and copies of written information furnished by or on its behalf to the requesting party other(s) or its Representativestheir respective officers, including all copies thereofdirectors, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notesprospective lenders, memorandafinancial advisors, summaries, analyses, compilations counsel and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationagents.

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the Effective Time, the Company and ShoulderUp shall (and shall cause its their respective subsidiaries to, afford ): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, current employees, accountants, counsel, financial advisors, agents, lenders directors and other key representatives to be mutually agreed to by the parties, properties, offices and other facilities of such party and its subsidiaries, reasonable access during normal business hours during the period prior subsidiaries and to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, thereof; and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party such existing information (awithout an obligation for the Company to develop or produce information that the Company does not already possess in the form requested) a copy of each material reportconcerning the business, scheduleproperties, registration statement Contracts, assets, liabilities, personnel and other document filed by it with any Governmental Entity aspects of such party and (b) all other information concerning its business, properties and personnel subsidiaries as such the other party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor ShoulderUp nor ShoulderUp’s subsidiaries shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law. (b) Each of All information obtained by the parties hereto will holdpursuant to this Section 7.4 shall be kept confidential in accordance with the confidentiality agreement, and will use its best efforts to cause its officersdated November 21, employees, accountants, counsel and representatives 2023 (collectively its the “RepresentativesConfidentiality Agreement”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or between ShoulderUp and the Company (iiand as to Holdings and the Merger Subs, as if they were parties thereto). (c) disclosed Notwithstanding anything in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in each party (and its Representatives) may consult any tax advisor regarding the event that tax treatment and tax structure of the receiving party is required under applicable law or regulation or stock exchange rulesTransactions and may disclose to any other person, or in a judicial, administrative or governmental proceeding to disclose without limitation of any such documents or informationkind, the receiving party will, unless prohibited by law, provide tax treatment and tax structure of the disclosing party with prompt written notice of such requirement Transactions and all related proceedings so materials (including opinions or other tax analyses) that the disclosing party may seek an appropriate protective order are provided relating to such treatment or waive its compliance structure, in each case in accordance with the confidentiality provisions of this Confidentiality Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shall, The Company and the Stockholder shall cause its subsidiaries to, afford to the other party Parent and to the officers, directors, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesParent (collectively, "Parent Representatives"), reasonable access access, upon reasonable prior notice, during normal business hours during the period prior to the Effective Time Closing Date, to all its respective the Company's properties, books, contracts, commitments, personnel and records for purposes of allowing Parent to complete its due diligence of the Company to effect the transactions contemplated hereunder, and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party Parent (ai) a copy of each material report, schedule, registration statement schedule and other document filed by it with any Governmental Entity Entity, and (bii) all other information concerning its business, properties and personnel as such other party Parent may reasonably request; provided that, any such access and investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company. (b) Each of the The parties hereto will hold, and will use its best efforts to cause its their respective officers, directors, employees, accountantsconsultants, counsel advisors, counsel, lenders, agents and representatives (collectively its “Representatives”) to hold, in strict confidenceconfidence (subject to the provisions of this paragraph, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (includinglaw), without limitationand to not use, directly or indirectly, except in connection with obtaining the necessary approvals their respective due diligence reviews of this Agreement or each other to effect the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, any and all documents and information concerning the other party and its subsidiaries furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated herebyhereby (collectively, "Confidential Information"), except to the extent that such documents or information can be shown to have been (xi) previously known by on a party or its Representatives prior to disclosure nonconfidential basis by the other receiving party hereto, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives the receiving party, or (ziii) later lawfully acquired by the receiving party from other sources if the receiving party has no reason to believe such source is bound by or is subject to a party confidentiality agreement with or its Representatives from another source if such party obligation to the disclosing party, or such Representative is not aware that such source is under an prohibited from transmitting such information by virtue of a contractual, legal or fiduciary obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event disclosing party; provided that the receiving party is required under applicable law or regulation or stock exchange rulesmay disclose such information to its officers, directors, employees, consultants, advisors and agents in connection with the Merger so long as such persons are informed of the confidential nature of such information and are directed to and agree in writing to treat such information confidentially. If either party, or in a judicialany of its officers, directors, employees, consultants, advisors or agents becomes compelled by judicial or administrative process or governmental proceeding by other requirements of law to disclose any of the Confidential Information, such documents or information, the receiving party will, unless prohibited by law, will provide the disclosing party with prompt written notice of such requirement and all related proceedings prior to disclosing the Confidential Information so that the disclosing party may seek an appropriate a protective order or other appropriate remedy or waive its compliance with the confidentiality provisions of this AgreementAgreement under the specific circumstance. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of this paragraph, the receiving party will furnish only that portion of the Confidential Information that it is advised by its legal counsel is required by applicable law or regulation. Each party's obligation to hold such information in confidence shall be satisfied if it exercises the same care with respect to such information as it would exercise to preserve the confidentiality of its own similar information, which in any event, shall not be less than reasonable care. Notwithstanding any other provision of this Agreement, if this Agreement is terminated without the transactions contemplated hereby having been consummatedterminated, upon the request of a party, the other party willsuch confidence and restriction on use shall continue to be maintained, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished upon request by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party shall promptly return to the disclosing party’s authorized representative shall provide a written certification that it has complied with the provisions , and cause all of the preceding sentence. The receiving party's officers, directors, employees, consultants, advisors, counsel, lenders, agents to promptly return to the disclosing party, all of the Confidential Information, and no copies, reproductions or records of the Confidential Information (whether in written or other tangible form or in any such documents and information will not relieve other recorded, electronic or magnetic storage form), in whole or in part, shall be retained by the receiving party or its officers, directors, employees, consultants, advisors or agents. (c) The parties acknowledge that a disclosing party will be irreparably harmed if any of its obligation the agreements or covenants in this Section 6.1 are not performed in accordance with their terms, and that the disclosing party would not have an adequate remedy at law for money damages if such agreements or covenants were not performed in accordance with their terms. A disclosing party shall be entitled to maintain the confidentiality specific performance of such documents covenants and informationagreements, in addition to, and without waiving, any other remedy to which they may be entitled at law or in equity. In the event of any litigation, suit, action, arbitration or other proceeding relating to this Agreement, if a court of competent jurisdiction or arbitrator(s) determines that any provision of this Section 6.1 has been breached by a receiving party or by any of a receiving party's officers, directors, employees, consultants, advisors, counsel, lenders, agents, then the receiving party will reimburse the disclosing party for its costs, disbursements and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation, suits, actions, arbitration or other proceedings, including fees, costs, disbursements and expenses in regulatory and appellate proceedings. A party breaching this Section 6.1 shall reimburse and hold harmless the non-breaching party from any damage, loss or expense (including reasonable attorney's fees) incurred as a result of the use of the Confidential Information by the breaching party contrary to the terms of this Agreement. (d) The parties' obligations under this Section 6.1 shall survive any termination of this Agreement and shall not expire.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, its accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable (the "Representatives") full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its respective (and its Subsidiaries') properties, books, contracts, commitmentsinsurance policies, personnel studies and reports, environmental studies and reports, commitments and records (including without limitation Tax Returns) and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party upon written request (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by any party pursuant to the requirements of any Applicable Law or filed by it with any Governmental Entity Authority in connection with the Merger or any other report, schedule or documents which may have a material effect on the businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations of their respective businesses, (ii) to the extent not provided for pursuant to the immediately preceding clause, in the case of TCT, all financial records, ledgers, work papers and other sources of financial information possessed or controlled by it or its accountants deemed by ATC or its Representatives necessary or useful for the purpose of performing an audit of the business and assets of TCT, and (biii) all such other information concerning its business, properties and personnel any of the foregoing as such other party may ATC or TCT shall reasonably request. (b) Each . All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be kept confidential and shall not, without the prior written consent of the parties hereto will holdparty disclosing such Confidential Information, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) be disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party heretoin any manner whatsoever, in whole or in part, and, except as required by Applicable Law (y) including without limitation in the public domain (either prior to or after the furnishing of such documents connection with any registration, proxy or information hereunderstatement or similar document filed pursuant to any federal or state securities Law) through no fault shall not be used for any purposes, other than in connection with the Merger. Except as otherwise herein provided, each party agrees to reveal such Confidential Information only to those of a party and its Representatives or other Persons who it believes need to know such Confidential Information for the purpose of evaluating and consummating the Merger. For purposes of this Agreement, "Confidential Information" shall mean any and all information (zexcluding information that (i) later acquired by has been or is obtained from a source independent of the disclosing party or its Representatives from another source if such party or such Representative that, to the receiving party's knowledge, is not aware that such source subject to any confidentiality restriction, (ii) is under an obligation or becomes generally available to the public other party to keep such documents and information confidential. Notwithstanding any provision than as a result of this Agreement to unauthorized disclosure by the contraryreceiving party, in the event that or (iii) is independently developed by the receiving party is required under applicable law or regulation or stock exchange rules, or without reliance in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited way on information provided by law, provide the disclosing party with prompt written notice or a third party independent of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedthat, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with 's knowledge, is not subject to any confidentiality restriction) related to the provisions business or businesses of the preceding sentence. The return ATC, ATI and their respective Affiliates or TCT and its Affiliates, including any of any such documents their respective successors and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationassigns.

Access to Information; Confidentiality. (a) Each party shallThe Company shall afford to Parent, and shall cause its subsidiaries to, afford to the other party and to the Parent's officers, current directors, employees, consultants, investment bankers, accountants, counsel, financial counsel and other advisors, representatives and agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective the properties, books, contracts, commitments, personnel commitments and records of the Company and its subsidiaries and, during such period, each party shall, and the Company shall cause each of its subsidiaries to, furnish promptly to the other party Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity or its subsidiaries during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its or its subsidiaries' business, properties and personnel as such other party may reasonably request. (b) Each Parent or any of the parties hereto will hold, and will use its best efforts to cause its officers, directors, employees, consultants, investment bankers, accountants, counsel or other advisors, representatives or agents may reasonably request. All information disclosed and representatives designated in writing as confidential by any party (collectively or its “Representatives”representatives) to hold, in strict confidence, unless (i) compelled to disclose by judicial whether before or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitationafter the date hereof, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities)by, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderdiscussions and negotiations preceding, all documents and information concerning the this Agreement to any other party furnished to it (or its representatives) shall be kept confidential by such other party or and its Representatives in connection with representatives and shall not be used by any such persons other than as contemplated by this Agreement or the transactions contemplated herebyAgreement, except to the extent that such documents or information can be shown to have been (xi) was known by the recipient when received, (ii) is or hereafter becomes lawfully obtainable from other sources, (iii) is necessary or appropriate to disclose to a party Governmental Entity having jurisdiction over the disclosing party, (iv) as may otherwise be required by law or its Representatives prior (v) to disclosure the extent such duty as to confidentiality is waived in writing by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidentialparty. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that If this Agreement is terminated without the transactions contemplated hereby having been consummatedin accordance with its terms, each party shall use all reasonable efforts to return upon the written request of a party, from the other party will, and will cause its Representatives to, promptly all documents (and reproductions thereof) received by it or its representatives from such other party (and, in no event later than five (5the case of reproductions, all such reproductions made by the receiving party) business days after such request) redeliver or cause that include information not within the exceptions contained herein, unless the recipients provide assurances reasonably satisfactory to be redelivered all documents and information furnished by the requesting party that such documents have been destroyed. No investigation pursuant to this Section 6.2 shall affect any representation or its Representatives, including all copies thereof, warranty in whatever media in connection with this Agreement of any party hereto or any condition to the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request obligations of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationparties hereto.

Access to Information; Confidentiality. (a) Each party shallFrom the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article 7, and shall cause its subsidiaries toupon reasonable notice and subject to restrictions contained in confidentiality agreements to which such Party is subject as of the date hereof and, afford to the other party extent applicable, the procedures set forth on Part 5.3 of the Company Disclosure Schedule, Company and Contributor will each afford to the officers, current employees, accountants, counsel, financial advisors, agents, lenders counsel and other representatives Representatives of such party and its subsidiariesthe other, reasonable access during normal business hours access, during the period prior to the Effective Time Pre-Closing Period, to all its respective properties, books, contracts, commitments, personnel commitments and records (including Tax records) and, during such period, Company and Contributor each party shall, and shall cause each of its subsidiaries to, will furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party Party may reasonably request. , and each will make available to the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other’s business, properties and personnel as either Party may reasonably request; provided that each of Company and Contributor reserves the right to withhold any information if access to such information could adversely affect the attorney-client privilege between it and its counsel (it being agreed that each Party shall inform the other of the fact that it is withholding such information, and thereafter the Parties shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction). Without limiting the generality of the foregoing, during the Pre-Closing Period: (a) Company and Contributor will promptly provide the other with copies of (i) any notice, report or other document filed with or sent to any Governmental Body in connection with the Exchange or any of the other transactions contemplated by this Agreement; (ii) any material notice, report or other document received from any Governmental Body (it being understood and agreed that the foregoing clauses (i) and (ii) shall not apply to communications with or from any Governmental Body in its capacity as a customer of Company or Contributor); and (iii) any material notice, document or other communication in respect of the Exchange sent by or on behalf of such Party to any third party to any Company Contract or CHB Contract, as applicable, to which such Party or its Subsidiaries is a party, or sent to such Party by any third party to any such Contract (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices) to which such Party or its Subsidiaries is a party; and (b) Company will promptly provide Contributor with copies of any written materials or communications sent by or on behalf of Company to the Company Shareholders. Each Party will keep such information confidential in accordance with the terms of the parties hereto will holdcurrently effective mutual confidentiality agreement (the “Confidentiality Agreement”) between Contributor and Company. Effective upon, and will use its best efforts only upon, the Closing, the Confidentiality Agreement shall terminate with respect to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except relating solely to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by Company and the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationGroup Companies.

Access to Information; Confidentiality. (a) Each party shall, Acquired Corporation and the Company shall (and shall cause its subsidiaries their Subsidiaries and the respective officers, directors, employees, auditors and agents of all of the foregoing to, ) afford to the other party and to the each other’s officers, current employees, accountants, counsel, financial advisors, agentslegal counsel, lenders accountants, consultants and other representatives of such party and its subsidiaries, reasonable access during normal business hours during throughout the period prior to the Effective Time Date to all its respective properties, books, contracts, commitmentsbooks and records, personnel and records andall other documents and data (other than privileged documents); provided, during that Acquired Corporation shall address all requests to Mx. XxXxxxx or his designee, and the Company shall address all such requests to Mx. Xxxxxxx. During such period, each party shall, of Acquired Corporation and the Company shall cause each of its subsidiaries to, furnish promptly to the each other party (a) a copy of each material report, schedule, registration statement schedule and other document filed or received by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably requestpursuant to the requirements of federal securities laws. (b) Each of the parties hereto will holdCompany and the Acquired Corporation represents, warrants, covenants and will use agrees that it (and its best efforts to cause Subsidiaries and its officers, employees, accountants, counsel and representatives (collectively its “Representatives”their respective representatives) to hold, has at all times held and shall hold in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and non-public information concerning acquired from the other party furnished or the other party’s representatives in accordance with the terms of this paragraph. Except as and to it the extent required by law, no such party, Subsidiary or representative, as aforesaid (any of the foregoing, a “Restricted Party”) has disclosed or used, or will disclose or use, and each Restricted Party has directed and will direct its representatives not to disclose or use to the detriment of the other party or its Representatives in connection with this Agreement Subsidiaries or the transactions contemplated herebyrepresentatives, except to the extent that such documents or information can be shown to have been as aforesaid (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing partyforegoing, the receiving party’s authorized representative shall provide a written certification that it has complied “Protected Party”), any Confidential Information (as defined below) with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation respect to maintain the confidentiality of such documents and information.such

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof -------------------------------------- until the earlier of the Expiration Date or the termination of this Agreement, upon reasonable notice and subject to applicable laws, Premier and Ophthalmic shall afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business hours during the period of time prior to the Effective Time Expiration Date, reasonable access to all of its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, of Premier and Ophthalmic shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal and state securities laws, (b) a copy of all filings made with any Governmental Entity Entities in connection with the transactions contemplated by this Agreement and all written communications received from such Governmental Entities related thereto, and (bc) all other information concerning its business, properties properties, and personnel as such other party may reasonably request. (b) . Each of the parties party hereto will holdshall, and will use its best efforts to shall cause its officers, employees, accountants, counsel advisors and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by conduct its investigation in such a party manner that will not unreasonably interfere with the normal operations, customers or its Representatives prior to disclosure employee relations of the other and shall be in accordance with procedures established by the other party heretoparties having due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in the public domain (either this Agreement and shall treat as confidential all such information obtained by each hereunder or in connection herewith and not otherwise known to them prior to or after the furnishing of such documents or information hereunder) through no fault of a party Expiration Date. Except as otherwise agreed to in writing by Ophthalmic, until the Expiration Date, Premier and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents Subsidiaries and information confidential. Notwithstanding any provision of this Agreement to the contraryaffiliates will be bound by, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so information received with respect to Ophthalmic pursuant to this Section 6.3 shall be subject to that certain confidentiality agreement entered into with Premier on February 12, 1998 (the disclosing party may seek an appropriate protective order or waive its compliance with "Ophthalmic Confidentiality Agreement"). Except as otherwise agreed to in writing by Premier, until the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedExpiration Date, upon the request of a party, the other party willOphthalmic will be bound by, and will cause its Representatives toall information received with respect to Premier pursuant to this Section 6.3 shall be subject to that certain Confidentiality Agreement entered into with Ophthalmic on February 20, promptly 1998 (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information"Premier Confidentiality Agreement").

Access to Information; Confidentiality. (a) Each party shall, and Party shall cause its subsidiaries to, afford to the other party Party and to the officers, current employees, its accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable (the "Representatives") full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its respective (and its Affiliates') properties, books, contracts, commitmentsinsurance policies, personnel studies and reports, environmental studies and reports, commitments and records (including without limitation Tax Returns) relating to the Sites and, during such period, shall promptly upon written request make available for inspection by the requesting Party (i) each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement schedule and other document filed or received by any Party pursuant to the requirements of any applicable Law or filed by it with any Governmental Entity Authority in connection with the Transactions, and (bii) all such other information concerning its business, properties and personnel any of the foregoing as such other party may ATC or ALLTEL shall reasonably request. (b) Each All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be kept confidential and shall not, without the prior written consent of the parties hereto will holdParty disclosing such Confidential Information, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to holdbe disclosed by the other Party in any manner whatsoever, in strict confidencewhole or in part, unless and, except as required by applicable Law (including without limitation in connection with any registration, proxy or information statement or similar document filed pursuant to any federal or state securities Law) shall not be used for any purposes, other than in connection with the Transactions. Except as otherwise herein provided, each Party agrees to reveal such Confidential Information only to those of its Representatives whom it believes need to know such Confidential Information for the purpose of evaluating and consummating the Transactions. For purposes of this Agreement, "Confidential Information" shall mean any and all information related to the business or businesses of ATC and its Affiliates or ALLTEL and its Affiliates, including any of their respective successors and assigns, other than information that (i) compelled has been or is obtained from a source independent of the disclosing Party that, to disclose the receiving Party's knowledge, is not subject to any confidentiality restriction, (ii) is or becomes generally available to the public other than as a result of unauthorized disclosure by judicial the receiving Party, or administrative process (iii) is independently developed by the receiving Party without reliance in any way on information provided by the disclosing Party or by other requirements a third party independent of applicable laws the disclosing Party that, to the receiving Party's knowledge, is not subject to any confidentiality restriction. Notwithstanding the foregoing, nothing in this Section 5.2 or in the Confidentiality Agreement shall be deemed to (i) limit or restrict ATC's right to market the Sites to third parties and to operate, maintain, license or lease any of Governmental Entities the Sublease Interests and Acquired Interests (including, without limitation, in connection with obtaining build-to-suit sites and the disclosure of reasonably necessary approvals of this Agreement information regarding the Sites (other than Excluded Sites), ALLTEL Equipment, Microwave Equipment, Additional ALLTEL Equipment or proposed installation or the transactions contemplated hereby of frequencies which are operated from the Included Site), (ii) limit or restrict ATC or ALLTEL's right to identify the ALLTEL Equipment, Microwave Equipment, and/or Additional ALLTEL Equipment at any Included Site in Governmental Entities)Filings or marketing materials, or (iii) prohibit ATC from providing copies of all Confidential Information with respect to a Site permitted to be disclosed under clause (i) and (ii) disclosed in an action above to existing or proceeding brought by a party hereto in pursuit of its rights potential tenants at the applicable Site, or in (iii) limit or restrict the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by ATC to any Person of the other party heretoRequired Co-Location Documents, (y) in Tower Data Files and/or Required Oasis Information. Without limiting the public domain (either prior to or after foregoing, it is understood that any violation of the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of Section 5.2 by a party, the other party will, and will cause its Party's Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause shall be deemed to be redelivered all documents and information furnished a breach of this Section by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationParty.

Access to Information; Confidentiality. (a) Each party shallBetween the date of this Agreement and the Closing Date, and shall cause its subsidiaries to, Seller will afford to the other party officers and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other authorized representatives of such party and its subsidiaries, Buyer reasonable access during normal business hours during and upon reasonable advance notice to (i) all of the period prior sites, properties, books and records of Seller and (ii) such additional financial and operating data and other information as to the Effective Time Seller's Business and properties of Seller as Buyer may from time to all its respective propertiestime reasonably request, booksincluding without limitation, contractsaccess upon reasonable request to Seller's employees, commitmentscustomers, personnel vendors, suppliers and records and, during such period, each party shall, and creditors for due diligence inquiry. No information or knowledge obtained in any investigation pursuant to this Section 6.3 shall cause each of its subsidiaries to, furnish promptly affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the other party (a) a copy obligations of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably requestthe parties to consummate the Closing. (b) Each Party recognizes and acknowledges that it had in the past, currently has, and in the future may possibly have, access to certain confidential information of the parties hereto will holdother parties, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the parties' businesses. Each Party agrees that, unless there is a Closing, it will use its best efforts not disclose confidential information with respect to cause its officersthe other parties, employeesto any person, accountantsfirm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of the other parties and to counsel and representatives other advisers, provided that such advisers (collectively its “Representatives”other than counsel) agree to hold, in strict confidencethe confidentiality provisions of this Section 6.3(b), unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and such information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except becomes known to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) generally through no fault of a party and its Representatives the disclosing Party, (ii) disclosure is required by law, regulation or the order of any governmental authority under color of law, or (ziii) later acquired by a party or its Representatives from another source if such party or such Representative is not aware the disclosing Party reasonably believes that such source disclosure is under an obligation required in connection with the defense of a lawsuit against the disclosing Party, provided, that prior to disclosing any information pursuant to clause (i), (ii) or (iii) above, the disclosing Party shall give prior written notice thereof to the other party Party and provide the other Party with the opportunity to keep contest such documents disclosure and information confidential. Notwithstanding any provision shall cooperate with efforts to prevent such disclosure. (c) Each of the parties to this Agreement agrees that upon termination of this Agreement prior to any Closing, each of the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose parties shall return all materials received from any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies parties without retaining a copy thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shallBetween the date of this Agreement and the Closing Date, and each Party (a "Subject Party") shall cause its subsidiaries to, afford to (i) permit the other party Parties and to the their officers, current employeesattorneys, accountants, counsel, financial advisors, agents, lenders accountants and other representatives of such party and its subsidiaries(collectively, the "Representatives") reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, of the books, contractsrecords, commitmentsreports and other related materials, personnel offices and records and, during such period, each party shall, other facilities and shall cause each properties of its subsidiaries to, furnish promptly to the Subject Party; (ii) permit the other party Parties and their Representatives to make such inspections thereof as they may reasonably request; and (aiii) a copy furnish the other Parties and their Representatives with such financial and operating data (including without limitation the work papers of each material report, schedule, registration statement the Subject Party's accountants) and other document filed by it information with any Governmental Entity and (b) all respect to Subject Party as the other information concerning its business, properties and personnel as such other party Parties may from time to time reasonably request. (b) Each Between the date of this Agreement and the Closing Date, Representatives of the parties hereto will hold, Subject Party may meet with and will use its best efforts to interview employees of the other Parties at reasonable times during business hours as may be arranged by such Parties. (c) Each Subject Party shall hold and shall cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) Representatives to hold, hold in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (includinglaw, without limitation, in connection with obtaining the necessary approvals all terms of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, and related agreements and all documents and information concerning any of the other party Parties furnished to it by such any other party of the other Parties or its their Representatives in connection with this Agreement or the transactions contemplated herebyby this Agreement, except to the extent that such documents or information can be shown to have been (xi) previously known by a party or its Representatives prior to disclosure by the other party heretoSubject Party, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives the Subject Party or (ziii) later lawfully acquired by a party or its Representatives the Subject Party from another source, which source if such party shall not be the agent of any of any of the other Parties or such Representative is not aware that such source is person under an confidentiality obligation to any of the other party to keep such documents and information confidentialParties. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is Except as otherwise required under by applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of rule or regulation, a Subject Party shall not release or disclose such requirement information to any other person, except its auditors, actuaries, attorneys, financial advisors, bankers and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, consultants and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause advisors who need to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media know same in connection with this Agreement or and the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request consummation of the disclosing partytransaction contemplated hereby. (d) Notwithstanding the foregoing, the receiving party’s authorized representative Parties agree that as soon as practicable following the execution of this Agreement, (i) the Parent shall prepare and generally disseminate a press release ("Initial Press Release") and (ii) the Parent shall prepare and file with the Commission a Current Report on Form 8-K disclosing the execution of this Merger Agreement and filing as exhibits thereto a copy of this Merger Agreement and the Initial Press Release ("Initial 8-K"). The Parent shall provide a written certification the Target and its counsel with drafts of the Initial Press Release and the Initial 8-K for their review and reasonable comment at least 24 hours prior to dissemination or filing of same. The Parties also agree that it has complied the Parent shall, with the provisions cooperation of the preceding sentence. The return Target, prepare and file an information statement with the Commission (and deliver same to the shareholders of any such documents the Parent) as described in Section 7.4, and information will not relieve the receiving party of its obligation Parties shall prepare and distribute to maintain the confidentiality of such documents and informationTarget Shareholders the Disclosure Package as described in Section 5.12.

Access to Information; Confidentiality. (a) Each party shallUpon reasonable notice, the Company shall (and shall cause each of its subsidiaries Subsidiaries to, ) afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders counsel and other representatives of such party and its subsidiariesParent reasonable access, reasonable access during normal business hours during the period prior to the Effective Time Interim Period, to all its respective properties, books, contracts, commitments, personnel commitments and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) Parent all other information concerning its business, properties and personnel as such other party Parent may reasonably request. The Company shall make available to Parent any appropriate employees for discussion of its business, properties and personnel as Parent may reasonably request. No investigation pursuant to this Section 6.1(a) shall affect any representations or warranties of the Company contained herein or the conditions to the obligations of the Company hereto. (b) Each of the parties hereto will Party shall hold, and will shall use its best efforts to cause its affiliates and its and their respective officers, employees, counsel, accountants, counsel financial advisors, consultants and other representatives (collectively its collectively, “Representatives”) to hold, all information obtained pursuant to Section 6.1(a) in strict confidenceconfidence from any Person (other than any such affiliate or Representative), unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), law or (ii) disclosed in an judicial or governmental action or proceeding brought by a party hereto Party in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party Party or any of its affiliates furnished to it by the other Party or such other party or its Party’s Representatives in connection with this Agreement or the transactions trans-actions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by a the party receiving such documents or its Representatives prior to disclosure by the other party heretoinformation, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a such receiving party and its Representatives or (z) later acquired by a party or its Representatives the receiving Party from another source if such party or such Representative the receiving Party is not aware that such source is under an obligation to the other another party hereto to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shallBetween the date hereof and the Effective Time, each of Target and shall cause its subsidiaries to, afford Parent will give to the other party and to the officers, current employees, accountants, its counsel, financial advisors, agents, lenders accountants and other representatives full access to all the properties, documents, contracts, personnel files and other records of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, subsidiary and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy with copies of each material report, schedule, registration statement such documents and other document filed by it with any Governmental Entity such information with respect to the affairs of such party and (b) all other information concerning its business, properties and personnel subsidiary as such the other party may from time to time reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or If the transactions contemplated hereby are not consummated and this Agreement terminates, each party agrees to promptly return all documents, contracts, records or properties of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and all copies thereof furnished pursuant to this Section 5 or otherwise. Each party will keep confidential and will not disclose to any third party, and will not use, any confidential information obtained by it by such other party from Target, Parent or its Representatives Subsidiary in connection with this Agreement or except that information may be used by the transactions contemplated herebyparties, except and disclosed by them to their advisors, employees, affiliates and financing sources in connection with the activities conducted pursuant to this Agreement. The foregoing restrictions shall not apply to any information which (i) becomes generally available to the extent that such documents or information can be shown public other than as a result of a breach of any confidentiality obligation, (ii) was available to have been a party on a non- confidential basis prior to disclosure, (xiii) known is independently developed by a party or its Representatives prior to disclosure by the other party heretoparty, (yiv) in the public domain (either prior becomes lawfully available to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by on a party or its Representatives non-confidential basis from another a source if such party or such Representative is not aware other than the disclosing party, provided that such source is under an obligation to not known by the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement be subject to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesa confidentiality obligation, or (v) has been expressly approved in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited writing by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that for use or disclosure. Notwithstanding the disclosing party may seek an appropriate protective order or waive its compliance with above, if in the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request opinion of a party's counsel, disclosure of such information is advisable in order to comply with law, such information may be so disclosed. (c) With respect to matters as to which any party has made express representations or warranties herein, the other party will, parties shall be entitled to rely upon such express representations and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return warranties irrespective of any investigations made by such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationparties.

Access to Information; Confidentiality. (a) Each party Subject to the requirements of confidentiality agreements with third parties, Ocwen and Purchaser shall, and shall cause its subsidiaries each of their Subsidiaries to, afford to the other party and to the other's officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business hours during the period prior to the Effective Time to all its respective their properties, books, contracts, commitments, personnel and records and, during such period, each party Ocwen and Purchaser shall, and shall cause each of its subsidiaries their Subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel as such the other party may reasonably request. (b) Each of As used herein, "Confidential Material" means, with respect to either party hereto (the parties hereto will hold"Providing Party"), all information (written or oral) furnished (whether before or after the date hereof) by the Providing Party and will use its best efforts to cause its directors, officers, employees, accountantsaffiliates or representatives of advisors, counsel including counsel, lenders and representatives financial advisors (collectively its “collectively, the "Providing Party Representatives”") to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it hereto (the "Receiving Party") or the Receiving Party's directors, officers, employees, affiliates or representative of advisors, including counsel, lenders and financial advisors (collectively the "Receiving Party Representatives") and all analyses, compilations, forecasts and other studies or other documents prepared by such other party the Providing Party or its the Providing Party Representatives in connection with this Agreement its or their review of the transactions contemplated herebyby this Agreement which contain or reflect such information. The term "Confidential Material" does not include, except however, information which (i) at the time of disclosure or thereafter is generally available to the extent that such documents or information can be shown to have been (x) and known by the public other than as a party result of a disclosure directly or its Representatives prior to disclosure indirectly by the other party heretoReceiving Party or the Receiving Party Representatives in violation of this Agreement, (yii) in at the public domain (either prior to time of disclosure was available on a nonconfidential basis from a source other than the Providing Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware Providing Party Representatives, provided, however, that such source is not and was not bound by a confidentiality agreement with the Providing Party, (iii) was known by the Receiving Party prior to receiving the Confidential Material from the Providing Party or has been independently acquired or developed by the Receiving Party without violating any of its obligations under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesAgreement, or (iv) is contained in a judicial, administrative any Ocwen SEC Documents or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationPurchaser SEC Documents.

Access to Information; Confidentiality. (a) Each party The Company shall, and shall cause its subsidiaries to, afford throughout the period from the date hereof to the other party and to the officersEffective Time, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party (i) provide Parent and its subsidiariesAffiliates and their respective Representatives with full access, upon reasonable access prior notice, during normal business hours during the period prior to the Effective Time to all its officers, employees, agents, accountants and customers of the Company, and their respective assets, properties, books, contracts, commitments, personnel books and records and, during such period, each party shall, and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party such persons (ax) a copy of each material report, schedulestatement, registration statement schedule and other document filed or received by it the Company pursuant to the requirements of federal or state securities laws or filed with any Governmental Entity other governmental or regulatory authority, and (by) all other information and data (including copies of contracts, Benefit Plans and other books and records) concerning its the business, properties employees and personnel operations of the Company (including product development) as Parent or any of such other party persons reasonably may reasonably request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. (b) Each of Until the parties hereto Effective Time, Parent will hold, and will use its best efforts to cause its officers, employees, accountants, counsel Affiliates and representatives (collectively its “Representatives”) their respective Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities governmental or regulatory authorities (including, without limitation, including in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entitiesgovernmental or regulatory authorities); provided that to the extent reasonably practicable Parent shall provide the Company with reasonable notice of such compelled disclosure, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party Company furnished to it by such other party the Company or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xw) known by a party Parent, any of its Affiliates or its any of their respective Representatives prior to disclosure by the other party heretoCompany or its Representatives, (yx) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party Parent and its Representatives or Representatives, (zy) later acquired by a party Parent, any of its Affiliates or its any of their respective Representatives from another source if Parent, such party Affiliate or such Representative is not aware that such source is under an obligation to the other party Company to keep such documents and information confidential. Notwithstanding confidential or (z) independently developed by Parent or any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementAffiliates. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a partythe Company, the other party Parent will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all copies of documents and information furnished by the requesting party Company or its RepresentativesRepresentatives to Parent, including all copies thereof, in whatever media its Affiliates and their Representatives in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party Parent or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford During the period from the date of this Agreement to the other party Closing, the Company agrees to permit Matria and to the officers, current employees, accountants, counsel, financial advisorsits representatives, agents, lenders counsel and other representatives of such party and its subsidiaries, accountants to have full access at all reasonable access during normal business hours during the period prior times to the Effective Time to all its respective premises, business, properties, assets, financial statements, contracts, books, contracts, commitments, personnel employment and other records and, during such period, each party shalland working papers of, and shall cause each of its subsidiaries to, furnish promptly other relevant information pertaining to the other party (a) a copy of each material reportCompany, scheduleand to cause its officers and employees to furnish to Matria and its representatives, registration statement agents, counsel and accountants such financial and operating data and other document filed by it information with any Governmental Entity and (b) all other information concerning its respect to the business, properties and personnel assets of the Company, as such other party Matria may reasonably request; and the Company agrees to cause its officers and employees to cooperate with Matria and its representatives, agents, counsel and accountants in order to enable Matria to become fully informed with respect to the business, earnings, financial condition, prospects, properties, assets, liabilities and obligations of the Company. (b) Each of the parties party hereto will hold, and will use its best reasonable efforts to cause its respective Affiliates, officers, employeesdirectors, accountants, counsel employees and representatives (collectively its “Representatives”) agents to hold, in strict confidenceconfidence from any person, unless and not to disclose, except to the extent, and only to the extent (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or and the transactions contemplated hereby of Governmental Entities), governmental authorities or by other requirements of law) (provided the party compelled to disclose provides the other party with prior notice thereof so that such other party may seek a protective order or other appropriate remedy to prevent or limit such disclosure) or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party or any of its Affiliates furnished to it by such any other party or its Representatives such other party’s Affiliates, officers, directors, employees and agents pursuant to or in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xA) previously known by a the party receiving such documents or its Representatives prior to disclosure by the other party heretoinformation, (yB) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives such receiving party, or (zC) later acquired by a the receiving party or its Representatives from another source if such the receiving party or such Representative is not aware that such source is under an obligation to the other another party hereto to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedterminated, upon the request of a the other party, the other each party hereto will, and will cause its Representatives toAffiliates, promptly (and in no event later than five (5) business days after such request) to redeliver or cause to be redelivered all copies of documents and information furnished by the requesting other party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any furnished such documents and information will not relieve the receiving party of or its obligation to maintain the confidentiality of such documents officers, directors and informationagents.

Access to Information; Confidentiality. (a) Each party shallFrom the Execution Date until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with Applicable Laws, each Party will, and shall cause will direct their Affiliates and its subsidiaries and their respective Representatives, as applicable, to: (i) give the other Parties and their Representatives reasonable access to the offices, afford properties, books and records of such Party; and (ii) furnish to the other party Parties and to the officers, current employees, accountants, counsel, their Representatives such financial advisors, agents, lenders and operating data and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party Persons may reasonably request. (b) Each Any investigation pursuant to this Section 7.11 will be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the parties hereto will holdbusiness of the other Party or any Affiliate thereof, as the case may be. (c) From the Execution Date until the Effective Time, each Party will, and will use direct their Affiliates and its best efforts to cause its officersand their respective Representatives, employeesas applicable, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless all data and information obtained from any other Party or from any Affiliate or Representative thereof, whether pertaining to the financial condition, assets, results of operations or method of operation thereof or otherwise, except any of the same which: (i) compelled currently in the public domain; (ii) is required to disclose be disclosed by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, any such Person in connection with obtaining any Proceeding before, or the necessary approvals regulatory requirements of, any Governmental Authority, or in connection with securing any consent required hereunder (provided that the disclosing Party, to the extent legally permissible, provides the other Party with reasonable prior notice of such disclosure); or (iii) becomes information generally available to the public other than through an act of a person bound by or subject to a confidentiality arrangement with the disclosing party; provided that if the Transaction is not consummated, such Party shall return or cause to be returned to the other Parties all data, information or other written material respecting each such Party obtained by any of the foregoing Persons from each such other Party or from any Affiliate or Representative thereof in connection with the negotiation or consummation of this Agreement or other matters contemplated by this Agreement. (d) Except with respect to the transactions contemplated hereby material terms and conditions of Governmental Entities)the Transaction, each Party covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Noteholder or its agents or counsel with any information that constitutes, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit such Party reasonably believes constitutes, material non-public information, unless prior thereto the Noteholder shall have consented to the receipt of its rights or in the exercise of its remedies hereunder, all documents such information and agreed with such Party to keep such information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to confidential. To the extent that such documents or a Party delivers any material, non-public information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep Noteholder without the Noteholder’s consent, such documents Party hereby covenants and information confidential. Notwithstanding agrees that the Noteholder shall not have any provision duty of this Agreement confidentiality to the contraryParties, in any of their Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the event basis of, such material, non-public information, provided that the receiving party is required under applicable law or regulation or stock exchange rulesNoteholder shall remain subject to Applicable Law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or in a judicialcontains, administrative or governmental proceeding to disclose any such documents or material, non-public information, the receiving party willParty giving such notice shall simultaneously file, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents filed, such notice pursuant to a Current Report on Form 8-K. Each Party acknowledges and information furnished by agrees that (i) the requesting party or its Representatives, including all copies thereof, Noteholder shall be relying on the foregoing covenant in whatever media effecting transactions in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request securities of the disclosing partyResulting Issuer and (ii) the Noteholder is not a party to any confidentiality agreement nor is it subject to any confidentiality obligations. Parent shall on the trading day following the entry into this Agreement, file a Current Report on Form 8-K including the receiving party’s authorized representative shall provide a written certification that it has complied Transaction Documents as exhibits thereto with the provisions SEC (“Signing Form 8-K”). A form of the preceding sentenceSigning Form 8-K is attached hereto as Exhibit C. Such Exhibit C will be identical to the Signing Form 8-K which will be filed with the SEC except for the omission of signatures thereto. From and after the filing of the Signing Form 8-K, Parent represents to Noteholder that Parent shall have publicly disclosed all material, non-public information delivered to Noteholder, or any of its officers, directors, employees or agents. The return requirements set forth in this Section 7.11(d) are made for the benefit of any such documents Noteholder and information will not relieve as an inducement to Noteholder to enter into a funding transaction with the receiving party of its obligation to maintain the confidentiality of such documents and informationCompany.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party Principal Party shall, and shall cause each of its subsidiaries Subsidiaries to, throughout the period from the date hereof to the Effective Time, (i) provide the other Principal Party and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of such Principal Party and its Subsidiaries and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of such Principal Party and its Subsidiaries, and (ii) furnish promptly to the other party such persons (ax) a copy of each material report, schedulestatement, registration statement schedule and other document filed or received by it such Principal Party or any of its Subsidiaries pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental Entity or Regulatory Authority, and (by) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities data (including, without limitation, copies of Contracts, Grizzly Employee Benefit Plans or Lynx Employee Benefit Plans, as the case may be, and other books and records) concerning the business and operations of such Principal Party and its Subsidiaries as the other party or any of such other persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in connection with obtaining the necessary approvals of this Agreement or any condition to the transactions contemplated hereby obligations of Governmental Entities), the parties hereto. Any such information or material obtained pursuant to this Section 6.01 that constitutes "Confidential Information" (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or as such term is defined in the exercise letter agreement dated as of its remedies hereunderSeptember 10, all documents 1998 between Grizzly and information concerning Lynx, as amended and as attached to Section 6.01 of the other party furnished to it by such other party or its Representatives in connection with this Agreement or Grizzly Disclosure Letter (the transactions contemplated hereby, except to the extent that such documents or information can "Confidentiality Agreement")) shall be shown to have been (x) known by a party or its Representatives prior to disclosure governed by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request terms of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationConfidentiality Agreement.

Access to Information; Confidentiality. (a) Each party shall, and Selling Parties shall cause its subsidiaries to, afford to the other party and to the officersHI Metals, current employees, accountants, counsel, its financial advisors, agentsattorneys and agents reasonable access, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time Closing Date, to all its respective Tempus' properties, books, contracts, licenses, commitments, personnel and operating and other records and, during such period, the Selling Parties shall furnish promptly to HI Metals all information concerning the activities, properties and personnel of the Activities as HI Metals may reasonably request. Each party shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), and, in the event the transactions contemplated hereby shall not be consummated, each party shall, and shall cause each of its subsidiaries to, furnish promptly will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third person (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of than to the parties hereto will hold, and will use its best efforts to cause its officers, employeesrespective counsel, accountants, counsel financial advisors, engineers, or the lenders of any party). Prior to the Closing, HI Metals shall not use any confidential information in any manner whatsoever except solely for the purpose of fully understanding the Activities and representatives (collectively its “Representatives”) to holdsale and purchase of the Acquired Assets, in strict confidence, unless (i) compelled to disclose by judicial or administrative process the negotiation or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals enforcement of this Agreement or any agreement contemplated hereby. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information that (i) is or becomes lawfully available to such party from a source other than the transactions contemplated hereby furnishing party, provided that such confidential information is not known by the receiving party to be subject to another confidentially agreement with or other obligation of Governmental Entities)secrecy to the furnishing party, (ii) is or becomes generally available to the public other than as a result of disclosure by such receiving party or its agents, or (iiiii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required to be disclosed under applicable law or regulation or stock exchange rulesjudicial process, or in a judicial, administrative or governmental proceeding but only to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party willextent it must be disclosed, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause notice to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing furnishing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each Subject to applicable Law relating to the exchange of information, each party shall, and shall cause its subsidiaries to, afford to the other party and its representatives reasonable access during normal business hours to the all of such party’s and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws (and a copy of each report, schedule and other document proposed to be filed or submitted by such party pursuant to the requirements of Federal or state securities Laws not less than three (3) Business Days prior to such filing, except for Current Reports on Form 8-K, which shall be provided a reasonable period of time prior to such filing and, with respect to Parent, only to the extent relating to the transactions contemplated by this Agreement) and a copy of any Governmental Entity communication (including “comment letters”) received by such party from the SEC concerning compliance with securities Laws and (b) all other information concerning its and its Subsidiaries’ business, properties and personnel as such the other party may reasonably request. (b) Each . In addition, the Company agrees to cooperate with Parent to the extent Parent engages a third party to study the availability of the Company’s net operating losses to offset any gain resulting from the Spin-Off. No investigation, or information received, pursuant to this Section 5.7 will modify any of the representations and warranties of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure hereto. Except for disclosures permitted by the other party heretoterms of the Confidentiality Agreement, dated as of January 29, 2008, between Parent and the Company (y) in as it may be amended from time to time, the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information“Confidentiality Agreement”), the receiving party will, unless prohibited by law, provide shall hold information received from the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance pursuant to this Section 5.7 in confidence in accordance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request terms of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationConfidentiality Agreement.

Access to Information; Confidentiality. (a) Each party Except as required under applicable Law or the regulations or requirements of any securities exchange or quotation service or other self regulatory organization with whose rules the parties are required to comply, from the date of this Agreement to the Effective Time, the Parent and the Company shall, and shall cause its subsidiaries to, afford : (i) provide to the other party (and to the its officers, current directors, employees, accountants, consultants, legal counsel, financial advisors, agentsinvestment bankers, lenders agents and other representatives of such party and its subsidiaries(collectively, "Representatives")) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time to all its respective officers, employees, agents, properties, booksoffices and other facilities of the other and to the books and records thereof; and (ii) furnish promptly such information concerning the business, contractsproperties, commitmentsContracts, assets, liabilities, personnel and records and, during such period, each party shall, and shall cause each other aspects of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such the other party or its Representatives may reasonably request. No investigation conducted under this Section 5.5 shall affect or be deemed to modify any representation or warranty made in this Agreement. (b) Each of the parties hereto hereby agrees that any and all information heretofore and hereafter furnished by the parties and their respective affiliates to the other party is to be used by such party and its Representatives solely for the purposes of evaluating the transactions contemplated by this Agreement and agrees that such information will holdbe kept confidential by it and agrees, and will use its best efforts to cause each of its officersRepresentatives to agree, employees, accountants, counsel not to use such information for any other purposes and representatives (collectively its “Representatives”) not to hold, in strict confidence, unless disclose any such information except: (i) compelled to disclose the extent such information is already in such party's possession prior to it being so furnished or becomes publicly available other than as a result of disclosure by judicial such party or administrative process or by other requirements one of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities)its Representatives, or (ii) disclosed in an action as may be required by applicable law, regulation or proceeding brought by a party hereto in pursuit of its rights or legal process; provided, that, except in the exercise case of its remedies hereunderthe filings contemplated by Section 5.10 below, all documents and information concerning any party subject to such a requirement shall promptly notify the other relevant party furnished to it by such other party or its Representatives in connection with this Agreement or of the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice existence of such requirement and all related proceedings so that the disclosing cooperate with such party may seek an appropriate protective order in resisting or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after narrowing such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationrequirement.

Access to Information; Confidentiality. (aA) Each party shallFounder shall cause AZNA to afford to Finisar, and shall cause its subsidiaries to, afford to the other party and to the Finisar’s officers, current employees, accountants, counsel, financial advisors, agents, lenders advisers and other representatives of such party and its subsidiariesRepresentatives, reasonable access during normal business hours during the period prior to the Effective Time Closing to all its their respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and AZNA shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) Finisar all other information concerning its business, properties and personnel as Finisar may reasonably request. Finisar shall afford to AZNA and its officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to the Closing to all its properties, books, contracts, commitments, personnel and records and, during such period, Finisar shall furnish promptly to AZNA all other party information governing its business, properties and personnel as AZNA may reasonably request. (bB) Each of the parties party hereto will hold, and will use its best commercially reasonable efforts to cause its officersAffiliates, employees, accountants, counsel and representatives (collectively its “Representatives”) their respective Representatives to hold, in strict confidenceconfidence from any Person, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, including without limitation, limitation in connection with obtaining the necessary approvals of this Agreement or and the transactions contemplated hereby of Governmental Entities), Bodies) or by other Legal Requirements or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party or any of its Affiliates furnished to it by such any other party or its such other party’s Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xa) previously known by a the party receiving such documents or its Representatives prior to disclosure by the other party heretoinformation, (yb) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a such receiving party and its Representatives or (zc) later acquired by a the receiving party or its Representatives from another source if such the receiving party or such Representative is not aware that such source is under an obligation to the other another party hereto to keep such documents and information confidential; provided, however, that following the Closing the foregoing restrictions will not apply to Finisar or any of its Affiliates’ use of documents and information concerning AZNA furnished by or on behalf of AZNA, the Sellers’ Representative or the Sellers. Notwithstanding any provision of this Agreement After the Closing, the Sellers’ Representative and the Sellers will hold, and will use their best efforts to the contrarycause their Affiliates to hold, in strict confidence from any Person all information regarding AZNA that is not now (and does not become part of, through no fault of the event that Sellers’ Representative and the receiving party is required under applicable law Sellers or regulation its or stock exchange rules, or their Affiliates) in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreementpublic domain. In the event that this Agreement is terminated without the transactions contemplated hereby having been are not consummated, upon the request of a the other party, the other each party hereto will, and will cause its Representatives toAffiliates, to promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all copies of documents and information furnished by the requesting other party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analysesanalysis, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of furnished such documents and information.

Access to Information; Confidentiality. (a) Each Subject to applicable Laws each party shall, and shall cause its subsidiaries to, afford to the other party others, and to the others' officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesRepresentatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party others (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as such the other party may reasonably request. (b) Each . Except for disclosures expressly permitted by the terms of the parties hereto will confidentiality agreement, dated as of March 10, 2003, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and will use its best efforts to shall cause its officers, employees, accountants, counsel counsel, financial advisors and representatives (collectively its “Representatives”) other Representatives to hold, all information received from the other party, directly or indirectly, in strict confidence, unless confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (ib) compelled Notwithstanding anything to disclose by judicial the contrary set forth herein or administrative process in any other agreement to which the parties hereto are parties or by other requirements of applicable laws of Governmental Entities which they are bound (including, without limitation, in connection with obtaining the necessary approvals Confidentiality Agreement), commencing on the Release Date (as defined below), the obligations of this Agreement or confidentiality contained herein and therein, as they relate to the transactions contemplated hereby of Governmental Entities)herein, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except shall not apply to the extent that such documents tax structure or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing tax treatment of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.the

Access to Information; Confidentiality. (a) Each Subject to applicable law, each party shall, and shall cause its subsidiaries Subsidiaries to, afford to the each other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiarieseach other party, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly to the each other party all other information concerning its business, properties and personnel as such other party may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning the internal or external reports prepared by it and/or its business, properties and personnel as Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such other party may reasonably requestreports are made available to the Company's personnel. No review pursuant to this Section 5.2 shall affect any representation or warranty given by any party. (b) Each of the parties hereto party will holdkeep, and will use its best efforts to cause its Subsidiaries, Affiliates, directors, officers, employees, accountantsagents and advisors (collectively, counsel and representatives (collectively its “Representatives”such party's "REPRESENTATIVES") to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderkeep, all information and documents and information concerning obtained from the other party furnished to it by such other party or its Representatives in connection with pursuant to Section 5.2(a) or during the investigations leading up to the execution of this Agreement confidential unless such information (i) was already in the possession of the party receiving the information (the "RECEIVING PARTY"), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other direct or indirect obligation of secrecy to, the transactions contemplated herebyparty disclosing the information or documents (the "DISCLOSING PARTY"), except (ii) becomes generally available to the extent that such documents or information can be shown to have been (x) known by public other than as a party or its Representatives prior to result of a disclosure by the other party hereto, (y) in the public domain (either prior to Receiving Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (ziii) later acquired by becomes available to the Receiving Party from a party source other than the Disclosing Party or its Representatives from another source if such party or such Representative is not aware Representatives, provided that such source is under an obligation not known by the Receiving Party to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesbe bound by a confidentiality agreement with, or in a judicial, administrative other direct or governmental proceeding to disclose any such documents or informationindirect obligation of secrecy to, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementDisclosing Party. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause by this Agreement shall otherwise fail to be destroyed consummated, each party shall promptly cause all notescopies of documents or extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, memoranda, summaries, with respect to information contained in analyses, compilations and compilations, studies or other writings related thereto documents or based thereon records prepared by the delivering Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Representatives become legally compelled to disclose any such information or documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any time, with notice (in advance, if practicable) to the other party, make disclosures of such information and documents as may be required or its Representativesrequested by such party's applicable regulatory authorities. Upon This Agreement shall not be construed to limit in any way either party's ability to consult any tax advisor regarding the written request tax treatment or tax structure of the disclosing party, Merger or the receiving party’s authorized representative shall provide a written certification that it has complied with Bank Combination (as defined in Section 5.3). These provisions are meant to be interpreted so as to prevent the provisions Merger or the Bank Combination from being treated as offered under "conditions of confidentiality" within the meaning of the preceding sentence. The return of any such documents Code and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationTreasury Regulations thereunder.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, its accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable (the "Representatives") full access during normal business hours during throughout the period prior to the Effective Time Closing Date to all of its respective (and its Subsidiaries') properties, books, contracts, commitmentsinsurance policies, personnel studies and reports, environmental studies and reports, commitments and records (including without limitation Tax Returns) and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party upon written request (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by any party pursuant to the requirements of any Applicable Law or filed by it with any Governmental Entity Authority in connection with the Merger or any other report, schedule or documents which may have a material effect on the businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations of their respective businesses, (ii) to the extent not provided for pursuant to the immediately preceding clause, in the case of TCT, all financial records, ledgers, work papers and other sources of financial information possessed or controlled by it or its accountants deemed by ATC or its Representatives necessary or useful for the purpose of performing an audit of the business and assets of TCT, and (biii) all such other information concerning its business, properties and personnel any of the foregoing as such other party may ATC or TCT shall reasonably request. (b) Each . All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be kept confidential and shall not, without the prior written consent of the parties hereto will holdparty disclosing such Confidential Information, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) be disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party heretoin any manner whatsoever, in whole or in part, and, except as required by Applicable Law (y) including without limitation in the public domain (either prior to or after the furnishing of such documents connection with any registration, proxy or information hereunderstatement or similar document filed pursuant to any federal or state securities Law) through no fault shall not be used for any purposes, other than in connection with the Merger. Except as otherwise herein provided, each party agrees to reveal such Confidential Information only to those of a party and its Representatives or other Persons who it believes need to know such Confidential Information for the purpose of evaluating and consummating the Merger. For purposes of this Agreement, "Confidential Information" shall mean any and all information (zexcluding information that (i) later acquired by has been or is obtained from a source independent of the disclosing party or its Representatives from another source if such party or such Representative that, to the receiving party's knowledge, is not aware that such source subject to any confidentiality restriction, (ii) is under an obligation or becomes generally available to the public other party to keep such documents and information confidential. Notwithstanding any provision than as a result of this Agreement to unauthorized disclosure by the contraryreceiving party, in the event that or (iii) is independently developed by the receiving party is required under applicable law or regulation or stock exchange rules, or without reliance in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited way on information provided by law, provide the disclosing party with prompt written notice or a third party independent of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedthat, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with 's knowledge, is not subject to any confidentiality restriction) related to the provisions business or businesses of the preceding sentence. The return ATC, ATMC and their respective Affiliates or TCT and its Affiliates, including any of any such documents their respective successors and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationassigns.

Access to Information; Confidentiality. (a) Each Subject to applicable Law relating to the exchange of information, each party shall, and shall cause its subsidiaries to, afford to the other party and its representatives reasonable access during normal business hours to the all of such party’s and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws (and a copy of each report, schedule and other document proposed to be filed or submitted by such party pursuant to the requirements of Federal or state securities Laws not less than three (3) Business Days prior to such filing, except for Current Reports on Form 8-K, which shall be provided a reasonable period of time prior to such filing and, with respect to Parent, only to the extent relating to the transactions contemplated by this Agreement) and a copy of any Governmental Entity communication (including “comment letters”) received by such party from the SEC concerning compliance with securities Laws and (b) all other information concerning its and its Subsidiaries’ business, properties and personnel as such the other party may reasonably request. (b) Each . In addition, the Company agrees to cooperate with Parent to the extent Parent engages a third party to study the availability of the Company’s net operating losses to offset any gain resulting from the Spin-Off. No investigation, or information received, pursuant to this Section 6.6 will modify any of the representations and warranties of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure hereto. Except for disclosures permitted by the other party heretoterms of the Confidentiality Agreement, dated as of January 29, 2008, between Parent and the Company (y) in as it may be amended from time to time, the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information“Confidentiality Agreement”), the receiving party will, unless prohibited by law, provide shall hold information received from the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance pursuant to this Section 6.6 in confidence in accordance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request terms of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationConfidentiality Agreement.

Access to Information; Confidentiality. (a) Each party shall, and shall cause its subsidiaries Subsidiaries to, afford throughout the period from the date hereof to the Effective Time, (i) provide the other party and its Representatives with full access, upon reasonable prior notice and during normal business hours, to the all officers, current employees, accountants, counsel, financial advisors, agents, lenders agents and other representatives accountants of such party and its subsidiariesSubsidiaries and their respective assets, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel books and records and, during such period, each party shallrecords, and shall cause each of its subsidiaries to, (ii) furnish promptly to the other party such persons upon request (ax) a copy of each material report, schedulestatement, registration statement schedule and other document filed or received by it such party or its Subsidiaries pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental Entity or Regulatory Authority, and (by) all other information and data (including, without limitation, copies of Contracts, Employee Benefit Plans and other books and records) concerning the business and operations of such party and its business, properties and personnel Subsidiaries as the requesting party or any of such other party persons reasonably may reasonably request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. (b) Each of the parties hereto The receiving party will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities or Regulatory Authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entitiesor Regulatory Authorities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other disclosing party and its Subsidiaries furnished to it by such other the disclosing party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by a the receiving party or its Representatives prior to disclosure by the other party heretoRepresentatives, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a the receiving party and its Representatives or (z) later acquired by a the receiving party or its Representatives from another source if such party or such Representative the recipient is not aware that such source is under an obligation to the other disclosing party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a the disclosing party, the other receiving party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all copies of documents and information furnished by the requesting disclosing party or its Representatives, including all copies thereof, in whatever media Representatives to the disclosing party and its Representatives in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering receiving party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party Subject to applicable law, each of Parent and Company shall, and shall cause its subsidiaries to, afford to Subsidiaries and the other party and to the respective officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of each such party, to afford each other party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly to each other party all other information concerning its business, properties and personnel as such other party may reasonably request. In addition, each of Parent and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning the internal or external reports prepared by it and/or its business, properties and personnel as such Subsidiaries in the ordinary course that are reasonably required by the other party may reasonably requestpromptly after such reports are made available to such party's personnel. No review pursuant to this Section 5.2 shall affect any representation or warranty given by any party. (b) Each of the parties hereto party will holdkeep, and will use its best efforts to cause its Subsidiaries, Affiliates,directors, officers, employees, accountantsagents and advisors (collectively, counsel and representatives (collectively its “Representatives”such party's "REPRESENTATIVES") to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderkeep, all information and documents and information concerning obtained from the other party furnished to it by such other party or its Representatives in connection with pursuant to Section 5.2(a) or during the investigations leading up to the execution of this Agreement confidential unless such information (i) was already in the possession of the party receiving the information (the "RECEIVING PARTY"), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other direct or indirect obligation of secrecy to, the transactions contemplated herebyparty disclosing the information or documents (the "DISCLOSING PARTY"), except (ii) becomes generally available to the extent that such documents or information can be shown to have been (x) known by public other than as a party or its Representatives prior to result of a disclosure by the other party hereto, (y) in the public domain (either prior to Receiving Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (ziii) later acquired by becomes available to the Receiving Party from a party source other than the Disclosing Party or its Representatives from another source if such party or such Representative is not aware Representatives, provided that such source is under an obligation not known by the Receiving Party to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesbe bound by a confidentiality agreement with, or in a judicial, administrative other direct or governmental proceeding to disclose any such documents or informationindirect obligation of secrecy to, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementDisclosing Party. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause by this Agreement shall otherwise fail to be destroyed consummated, each party shall promptly cause all notescopies of documents or extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, memoranda, summaries, with respect to information contained in analyses, compilations and compilations, studies or other writings related thereto documents or based thereon records prepared by the delivering Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Representatives become legally compelled to disclose any such information or documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any time, with advance notice to the other party, make disclosures of such information and documents as may be required or its Representativesrequested by such party's applicable regulatory authorities. Upon Notwithstanding anything herein to the written request contrary, any party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return transactions and all materials of any kind (including opinions and other tax analyses) that are provided to the party relating to such documents tax treatment and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationtax structure.

Access to Information; Confidentiality. (a) Each party shall, Upon reasonable notice and shall cause its subsidiaries to, afford subject to applicable laws relating to the other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives confidentiality of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such periodinformation, each party of the Company and Buyer shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly afford to the officers, employees, accountants, counsel, advisors, agents and other representatives of the other party, reasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall cause its Subsidiaries to, make available to the other party (ai) a copy of each material report, schedule, registration statement and other document filed or received by it with any Governmental Entity during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (bii) all other information concerning its business, properties and personnel as such the other party may reasonably requestrequest (in the case of a request by the Company, including without limitation information concerning Buyer that is reasonably related to the prospective value of Parent Common Stock or to Buyer’s ability to consummate the transactions contemplated hereby). Neither the Company nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of the parties hereto will holdparty shall, and will use its best efforts to shall cause its officers, employees, accountants, counsel respective agents and representatives to, maintain in confidence all information received from another party (collectively its “Representatives”) other than disclosure to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, that party’s agents and representatives in connection with obtaining the necessary approvals evaluation and consummation of this Agreement or the transactions contemplated hereby of Governmental Entities), or (iiMerger) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated herebyMerger (including the existence and terms of this Agreement) and use such information solely to evaluate the Merger, except unless (i) such information is already known to the extent that such documents or information can be shown to have been (x) known by a receiving party or its Representatives prior to disclosure by the other party heretoagents and representatives, (yii) in such information is subsequently disclosed to the public domain receiving party or its agents and representatives by a third party that, to the knowledge of the receiving party, is not bound by a duty of confidentiality, (either prior to or after the furnishing of iii) such documents or information hereunder) becomes publicly available through no fault of a the receiving party, (iv) the receiving party and its Representatives in good faith believes that the use of such information is necessary or appropriate in making any filing or obtaining any consent required for the Merger (z) later acquired by a in which case the receiving party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to shall advise the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to before making the contrary, in the event that disclosure) or (v) the receiving party in good faith believes that the furnishing or use of such information is required under by or necessary or appropriate in connection with any applicable law laws or regulation any listing or stock exchange rules, or trading agreement concerning its publicly traded securities (in a judicial, administrative or governmental proceeding to disclose any such documents or information, which case the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, shall advise the other party will, before making the disclosure). (c) All information and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished materials provided by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with Company pursuant to this Agreement or the transactions contemplated hereby and destroy or cause shall be subject to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentenceConfidentiality Agreement entered into between Buyer and Xxxxx, Xxxxxxxx & Xxxxx, Inc. on behalf of the Company dated August 21, 2007 (the “Confidentiality Agreement”). The return Notwithstanding the Confidentiality Agreement or this Section 6.2, the obligations of confidentiality contained herein and therein shall not apply to the tax structure or the tax treatment of the Merger, and each party (and their respective Representatives) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the Merger and all materials of any kind (including opinions or other tax analysis) that are provided to such documents party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or other identifying information will not relieve relevant to the receiving party tax structure or tax treatment) of its obligation any person and shall not include information for which nondisclosure is reasonably necessary in order to maintain the confidentiality of such documents and informationcomply with applicable securities laws.

Access to Information; Confidentiality. (a) Each party of the Parties shall, and Xxxxx and the Castle Entities shall cause its subsidiaries each of Castle Associates and Castle Funding to, afford to the other party Parties and to the officers, current employees, their accountants, counsel, financial advisors, agents, lenders counsel and other representatives of such party and its subsidiaries, reasonable full access during normal business hours during (and at such other times as the Parties may mutually agree) throughout the period prior to until the Effective Time Closing to all of its respective properties, books, contracts, commitments, records and personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party others (ai) a copy of each material report, schedule, registration statement schedule and other document filed or received by it with any Governmental Entity pursuant to the requirements of federal or state securities laws or Gaming Laws and (bii) all other information concerning its business, properties and personnel personnel, both past and present, as such other party may reasonably request. (b) Each A Receiving Party shall (i) keep confidential and not disclose or reveal to any Person, other than those employed by the Receiving Party or acting on the Receiving Party's behalf and directly participating in the performance of such party's obligations under this Agreement, all Confidential Information, (ii) cause their respective affiliates and the parties hereto will holddirectors, and will use its best efforts to cause its officers, employees, accountantsagents, counsel advisors and representatives controlled or controlling Persons of such party and its affiliates to observe the terms of this Section and to keep confidential and not disclose or reveal to any Person all Confidential Information and (collectively its “Representatives”iii) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by not use Confidential Information for any purpose other requirements of applicable laws of Governmental Entities (including, without limitation, than in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by and in a party or its Representatives prior to disclosure manner approved by the other party hereto, Disclosing Party. (yc) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in In the event that the receiving party a Receiving Party is requested or required under applicable law by interrogatories, requests for information or regulation documents, subpoena, civil investigative demand or stock exchange rules, similar process or required (as advised in a judicial, administrative or governmental proceeding writing by its outside counsel) to disclose any such documents or informationof the Confidential Information, the receiving party will, unless prohibited by law, Receiving Party shall provide the disclosing party Disclosing Party with prompt written notice of such requirement and all related proceedings so that the disclosing party it may seek an appropriate a protective order or waive its compliance with the confidentiality provisions of this Agreementother appropriate remedy. In the event that this Agreement such protection or other remedy is terminated without the transactions contemplated hereby having been consummated, upon the request of a partynot obtained, the Receiving Party may disclose such Confidential Information pursuant to such interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or other party willlaw; provided, however, that the Receiving Party shall exercise best efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information. (d) Without prejudice to the rights and will cause its Representatives toremedies otherwise available to a Disclosing Party, promptly (and in no event later than five (5) business days after such request) redeliver a Disclosing Party shall be entitled to equitable relief by way of injunction if the Receiving Party or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request any of the disclosing partyReceiving Party's affiliates and the directors, the receiving party’s authorized representative shall provide a written certification that it has complied with officers, employees, agents, advisors and controlled or controlling Persons of such Receiving Party and its affiliates breach or threaten to breach any of the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationthis Section.

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof to the Effective Time or termination pursuant to Article 10 of this Agreement, upon reasonable notice and subject to applicable Laws, Riva Bancshares and Premier shall afford each other, and shall cause its subsidiaries to, afford to the other party and to the officers, current employees, each other's accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiariesrepresentatives, reasonable access during normal business working hours during for the period of time prior to the Effective Time Time, reasonable access to all of its respective and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (ai) a copy of each material report, schedule, registration statement and other document filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the Securities Laws, (ii) a copy of all filings made with any Governmental Entity Regulatory Authorities or other governmental entities in connection with the transactions contemplated by this Agreement and all written communications received from such Regulatory Authorities and governmental entities related thereto, and (biii) all other information concerning its or its Subsidiaries' business, properties and personnel as such other party may reasonably request. (b) Each , including reports of condition filed with Regulatory Authorities. In this regard, without limiting the generality of the foregoing, each of the parties hereto will holdshall notify the other parties hereto promptly upon the receipt by it of any comments from the SEC, or its staff, and of any requests by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will use supply the other parties hereto with copies of all correspondence between it and its best efforts representatives, on the one hand, and the SEC or the members of its staff or any other government official, on the other hand, with respect to the Registration Statement or the Proxy Statement. Each party hereto shall, and shall cause its officers, employees, accountants, counsel advisors and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by conduct its investigation in such a party manner which will not unreasonably interfere with the normal operations, customers or its Representatives prior to disclosure employee relations of the other and shall be in accordance with procedures established by the other party heretoparties having the due regard for the foregoing, and (y) refrain from using for any purposes other than as set forth in the public domain (either this Agreement, and shall treat as confidential, all information obtained by each hereunder or in connection herewith and not otherwise known to them prior to the Effective Time. Except as otherwise agreed to in writing, Riva Bancshares and Premier shall be bound by and all information given or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation received pursuant to this Section 8.5 shall be subject to the other party to keep such documents terms and information confidential. Notwithstanding any provision conditions of this Agreement to that certain confidentiality agreement entered into between Riva Bancshares and Premier dated November 19, 1998, which shall survive the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions termination of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party shallFrom the date hereof to the time of Closing, Kirkhill shall continue to, and shall cause its subsidiaries representatives to continue to, afford to the other party Xxxxxxxxx and its representatives complete access at all reasonable times to the officers, current employees, accountants, counsel, financial advisors, agents, lenders properties, offices, plants and other representatives facilities, books and records of Kirkhill and shall furnish Xxxxxxxxx with all financial, operating and other data and information as Xxxxxxxxx may reasonably request and as such party and its subsidiaries, reasonable access during normal business hours during the period prior is necessary to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each consummation of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby hereby. From the date hereof until the time of Governmental Entities)Closing, Kirkhill shall provide Xxxxxxxxx with monthly and other financial statements of Kirkhill as they become available internally at Kirkhill, all of which financial statements shall be prepared in conformity with GAAP and shall fairly present the financial position and results of operations of Kirkhill as of the dates and for the periods therein specified. Except as required by law, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished necessary to it by such other party or its Representatives in connection with this Agreement or carry the transactions contemplated hereby, except all information or documents furnished in connection with such transaction and this Agreement by any party shall by kept confidential by the party or parties to whom furnished at all times prior to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party heretoClosing, (y) and in the public domain (either prior to or after the furnishing of event such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if transactions are not consummated, each such party or such Representative is not aware that such source is under an obligation shall promptly return to the other all documents furnished hereunder and shall continue to keep confidential all information furnished hereunder and shall not thereafter use the same for its advantage; provided, however, that any such obligation to keep information confidential shall not apply to any information that (a) becomes or has become available to such party from other sources not known by such party to keep be bound by a confidentiality agreement, (b) is disclosed with the prior written approval of the party to which such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulespertains, or in a judicial, administrative (c) is or governmental proceeding to disclose any such documents becomes readily ascertainable from published information or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationtrade sources.

Access to Information; Confidentiality. (a) Each party shall, and The Selling Parties shall cause its subsidiaries to, afford to the other party and to the officersBuyer reasonable access, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time Closing Date, to all its respective the Business' properties, books, contracts, licenses, commitments, personnel and operating and other records and, during such period, the Selling Parties shall furnish promptly to Buyer all information concerning the Business as Buyer may reasonably request with regard to the Business and the Acquired Assets. Each party shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), and, in the event the transactions contemplated hereby shall not be consummated, each party shall, and shall cause each of its subsidiaries to, furnish promptly will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third person (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. (b) Each of than to the parties hereto will hold, and will use its best efforts to cause its officers, employeesrespective counsel, accountants, counsel financial advisors, engineers, or the lenders of any party). Prior to the Closing, Buyer shall not use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and representatives (collectively its “Representatives”) to holdsale of the Acquired Assets, in strict confidence, unless (i) compelled to disclose by judicial or administrative process the negotiation or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals enforcement of this Agreement or any agreement contemplated hereby. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information that (i) is or becomes lawfully available to such party from a source other than the transactions contemplated hereby furnishing party, provided that such confidential information is not known by the receiving party to be subject to another confidentiality agreement with or other obligation of Governmental Entities)secrecy to the furnishing party, (ii) is or becomes generally available to the public other than as a result of disclosure by such receiving party or its agents, or (iiiii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required to be disclosed under applicable law or regulation or stock exchange rulesjudicial process, or in a judicial, administrative or governmental proceeding but only to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party willextent it must be disclosed, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause notice to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing furnishing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each Subject to applicable law, each party shall, and shall cause its subsidiaries Subsidiaries to, afford to the each other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiarieseach other party, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly to the each other party all other information concerning its business, properties and personnel as such other party may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning the internal or external reports prepared by it and/or its business, properties and personnel as Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such other party may reasonably requestreports are made available to the Company's personnel. No review pursuant to this Section 5.2 shall affect any representation or warranty given by any party. (b) Each of the parties hereto party will holdkeep, and will use its best efforts to cause its Subsidiaries, Affiliates, directors, officers, employees, accountantsagents and advisors (collectively, counsel and representatives (collectively its “Representatives”such party's "REPRESENTATIVES") to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderkeep, all information and documents and information concerning obtained from the other party furnished to it by such other party or its Representatives in connection with pursuant to Section 5.2(a) or during the investigations leading up to the execution of this Agreement confidential unless such information (i) was already in the possession of the party receiving the information (the "RECEIVING PARTY"), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other direct or indirect obligation of secrecy to, the transactions contemplated herebyparty disclosing the information or documents (the "DISCLOSING PARTY"), except (ii) becomes generally available to the extent that such documents or information can be shown to have been (x) known by public other than as a party or its Representatives prior to result of a disclosure by the other party hereto, (y) in the public domain (either prior to Receiving Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (ziii) later acquired by becomes available to the Receiving Party from a party source other than the Disclosing Party or its Representatives from another source if such party or such Representative is not aware Representatives, provided that such source is under an obligation not known by the Receiving Party to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesbe bound by a confidentiality agreement with, or in a judicial, administrative other direct or governmental proceeding to disclose any such documents or informationindirect obligation of secrecy to, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementDisclosing Party. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause by this Agreement shall otherwise fail to be destroyed consummated, each party shall promptly cause all notescopies of documents or extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, memoranda, summaries, with respect to information contained in analyses, compilations and compilations, studies or other writings related thereto documents or based thereon records prepared by the delivering Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Representatives become legally compelled to disclose any such information or documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any time, with notice (in advance, if practicable) to the other party, make disclosures of such information and documents as may be required or its Representativesrequested by such party's applicable regulatory authorities. Upon This Agreement shall not be construed to limit in any way either party's ability to consult any tax advisor regarding the written request tax treatment or tax structure of the disclosing party, Merger or the receiving party’s authorized representative shall provide a written certification that it has complied with Bank Combination. These provisions are meant to be interpreted so as to prevent the provisions Merger or the Bank Combination from being treated as offered under "conditions of confidentiality" within the meaning of the preceding sentence. The return of any such documents Code and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationTreasury Regulations thereunder.

Access to Information; Confidentiality. (a) Each party From the date hereof until the earlier of the Effective Time and the termination of this Arrangement Agreement, subject to compliance with applicable Laws and the terms of any existing Contracts, Alexandria shall, and shall cause its subsidiaries officers, directors, employees, independent auditors, accounting advisers and agents to, afford to the other party Chantrell and to the officers, current employees, accountantsagents and representatives of Chantrell such access as Chantrell may reasonably require at all reasonable times, counselincluding for the purpose of facilitating integration business planning, financial advisorsto their officers, employees, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel records and records and, during such period, each party shallContracts, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement Chantrell with all data and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as such other party Chantrell may reasonably request. (b) Each All information of the parties hereto will hold, and will use its best efforts a confidential nature relating to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party Party or its Representatives business that is disclosed to another Party in connection accordance with this Agreement or in connection with the Arrangement and the transactions contemplated herebyherein shall be held in confidence by the receiving Party and shall not be disclosed to any person or the public except with the prior written consent of the disclosing Party, except acting reasonably. Such consent shall not apply to the extent that such documents or disclosure of confidential information can be shown to have been (x) known as required by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation Law or stock exchange rulesrequirements, provided that (i) only the confidential information that is legally required may be disclosed, and (ii) the Party making such disclosure as required by applicable Law or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance stock exchange requirements shall consult with the confidentiality provisions of this Agreement. In Party who disclosed the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and confidential information in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection accordance with this Agreement or in connection with the Arrangement and the transactions contemplated hereby herein and destroy co‐operate with such Party who disclosed the confidential information to obtain a protective order or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationremedy.

Access to Information; Confidentiality. (a) Each party shallThe Acquired Company shall afford, and shall cause its subsidiaries toFast Food Services to afford, afford to the other party Purchaser and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesthe Purchaser, reasonable full access during normal business hours and at other mutually convenient times during the period prior to the Effective Time Closing Date to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, period the Acquired Company and Fast Food Services shall cause each of its subsidiaries to, furnish promptly to the other party Purchaser in accordance with applicable Law: (ai) a copy of each material report, schedule, registration statement schedule and other document filed by it or on its behalf during such period with any Governmental Entity Authority and (bii) all other information concerning its business, properties and personnel as such other party the Purchaser may reasonably request. No investigation by the Purchaser shall affect the representations and warranties of Xxxxxx. (b) Each Except to the extent that (i) any such information is or becomes generally available to the public through no act or failure to act on the part of a party to this Agreement or any representative of such party, (ii) any such information is required to be disclosed to comply with applicable Laws, so long as the disclosing party shall provide sufficient prior written notice of such disclosure to the non-disclosing party to permit the non-disclosing party to seek to protect the confidentiality of the parties hereto will information, (iii) any such information has become or becomes available to the Purchaser on a non confidential basis and from a source (other than a party to this Agreement or any representative of such party) that is not bound by a confidentiality agreement or (iv) use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated herein, each of the Acquired Company, the Shareholders, Fast Food Services and the Purchaser shall hold, and will use its best efforts to shall cause its respective officers, employees, accountants, counsel counsel, financial advisors and other representatives (collectively its “Representatives”) and Affiliates to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and any nonpublic information concerning received from the other party furnished to it by in confidence until such other party or its Representatives in connection with this Agreement or time as such information becomes publicly available (otherwise than through the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return wrongful act of any such documents Person) and shall use its reasonable best efforts to ensure that such Persons do not disclose such information will not relieve to others without the receiving party prior written consent of its obligation to maintain the confidentiality of such documents and informationAcquired Company or the Purchaser, as the case may be.

Access to Information; Confidentiality. (a) Each party shall, and The Selling Parties shall cause its subsidiaries to, afford to the other party and to the officersHIG reasonable access, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time Closing Date, to all its respective BBA's properties, books, contracts, licenses, commitments, personnel and operating and other records and, during such period, each party shall, and BBA shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) HIG all other information concerning its business, properties and personnel as such HIG may reasonably request with regard to BBA's business. Each party shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party may reasonably request. (b) Each during the course of the parties hereto negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), and, in the event the transactions contemplated hereby shall not be consummated, each party will holdreturn to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and will use its best efforts information shall not be communicated to cause its officers, employeesany third person (other than to the respective counsel, accountants, counsel financial advisors, engineers, or the lenders of any party). Prior to the Closing, HIG shall not use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and representatives (collectively its “Representatives”) to holdsale of the Acquired Stock, in strict confidence, unless (i) compelled to disclose by judicial or administrative process the negotiation or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals enforcement of this Agreement or any agreement contemplated hereby. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information that (i) is or becomes lawfully available to such party from a source other than the transactions contemplated hereby furnishing party, provided that such confidential information is not known by the receiving party to be subject to another confidentially agreement with or other obligation of Governmental Entities)secrecy to the furnishing party, (ii) is or becomes generally available to the public other than as a result of disclosure by such receiving party or its agents, or (iiiii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required to be disclosed under applicable law or regulation or stock exchange rulesjudicial process, or in a judicial, administrative or governmental proceeding but only to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party willextent it must be disclosed, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause notice to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing furnishing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Each party From the date hereof to the Effective Time, the Company shall, and shall cause its subsidiaries toSubsidiaries, afford to the other party and to the officers, current directors, employees, accountantsauditors, environmental auditors, counsel, financial advisorsadvisors and other agents to, afford Newco and its representatives and potential financing sources, reasonable access at all reasonable times to its officers, employees, agents, lenders properties, offices, warehouses and other representatives of such party facilities and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contractscontracts and records, commitmentsand shall furnish Newco and such financing sources with all financial, personnel operating and records andother data and information as Newco, during its representatives or such financing sources may from time to time reasonably request. During such period, each party the Company shall, and shall cause each of its subsidiaries Subsidiaries, officers, employees and representatives to, furnish promptly to the other party (a) Newco a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning its business, properties and personnel as during such other party may reasonably requestperiod pursuant to the requirements of Federal or state securities or "Blue Sky" laws. (b) Each of the parties hereto will holdCompany and Newco agrees with respect to all confidential information relating to the other party (the "Disclosing Party") that is or has been furnished or disclosed to the first party (the "Receiving Party") on, after or before the date hereof including, but not limited to, information regarding the Disclosing Party's organization, personnel, business activities, customers, policies, assets, finances, costs, sales, revenues, rights, obligations, liabilities and strategies ("Confidential Information"), that, unless and until the transactions contemplated by this Agreement shall have been consummated, (1) such Confidential Information is confidential and/or proprietary to the Disclosing Party and entitled to and shall receive treatment as such by the Receiving Party and (2) the Receiving Party will, and will use require all of its best efforts to cause its directors, officers, employees, representatives, stockholders, agents and advisors (including attorneys, accountants, counsel consultants, bankers and representatives financial advisors) who have access to such Confidential Information to, hold in confidence and not disclose to others nor use (collectively except in respect of the transactions contemplated by this Agreement or as required by law or in a court, administrative, or regulatory proceeding) any such Confidential Information; provided, however, that the Receiving Party shall not have any restrictive obligation with respect to any Confidential Information which (x) is or becomes publicly known through no wrongful act or omission of, or violation of the terms hereof by, the Receiving Party or (y) becomes known to the Receiving Party from a source which, to the best of the Receiving Party's knowledge, has no confidentiality obligation with respect to such Confidential Information at the time of receipt of such Confidential Information. The Receiving Party shall provide Confidential Information only to its “Representatives”directors, officers, employees, representatives, stockholders, agents, advisors (including attorneys, accountants, consultants, bankers and financial advisors) and potential A-21 26 financing sources who have a need to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, know such Confidential Information in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it by such other party or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In (c) No investigation pursuant to this Section 6.3 shall affect any representations or warranties of the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement parties herein or the transactions contemplated hereby and destroy or cause conditions to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request obligations of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationparties hereto.

Access to Information; Confidentiality. (a) Each party Subject to Section 5.2(c), the Company shall, and shall cause its subsidiaries to, afford to the other party Parent, and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiariesParent, reasonable access during normal business hours during the period prior to the Effective Time to all its their respective properties, books, contracts, commitments, personnel and records and, during such period, each party the Company shall, and shall cause each of its subsidiaries to, furnish promptly to the other party Parent, (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party Parent may reasonably request. (b) Each of All information disclosed by any party hereto (or its representatives) whether before or after the parties hereto will hold, and will use its best efforts to cause its officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitationdate hereof, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities)by, or (ii) disclosed in an action or proceeding brought by a the discussions and negotiations preceding, this Agreement to any other party hereto in pursuit of (or its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party furnished to it representatives) shall be kept confidential by such other party or and its Representatives in connection with representatives and shall not be used by any such persons other than as contemplated by this Agreement or the transactions contemplated herebyAgreement, except to the extent that such documents or information can be shown to have been (xi) was known by the recipient when received, (ii) it is or hereafter becomes lawfully obtainable from other sources, (iii) is necessary or appropriate to disclose to a party Governmental Entity having jurisdiction over the parties, (iv) as may otherwise be required by law or its Representatives prior (v) to disclosure the extent such duty as to confidentiality is waived in writing by the other party. If this Agreement is terminated, each party hereto, (y) in the public domain (either prior shall use all reasonable efforts to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives return upon written request from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep all documents (and reproductions thereof) received by it or its representatives from such documents and information confidential. Notwithstanding any provision of this Agreement to the contraryother party (and, in the event that case of reproductions, all such reproductions made by the receiving party is required under applicable law or regulation or stock exchange rules, or party) that include information not within the exceptions contained in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party willfirst sentence of this Section 5.2(b), unless prohibited by law, the recipients provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause assurances reasonably satisfactory to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationhave been destroyed.

Access to Information; Confidentiality. (a) Each party shallThe purchase agreement requires INXN, on the one hand, and shall DLR, on the other, to cause its each of their respective subsidiaries to, afford to provide to the other party reasonable access on reasonable advance notice and in a manner not unreasonably disruptive to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and operations of the business of the other representatives of such party and its subsidiaries, reasonable access during normal business hours during the period prior to the Effective Time to all its of their respective officers, senior employees, representatives, auditors, properties, books, contracts, commitments, personnel offices and other facilities and their books and records and, during such period, each party shall, and shall cause each of its subsidiaries to, use reasonable best efforts to promptly furnish promptly to the other party (a) a copy copies of each material reportbooks, schedule, registration statement records and other document filed by it with any Governmental Entity financial, operating and (b) all other data and information concerning its business, properties and personnel as such other party may reasonably request. (b) requested in writing. Each of the parties hereto INXN and DLR will hold, and will use its best efforts to cause its officers, employees, accountants, counsel representatives and representatives (collectively its “Representatives”) affiliates to hold, any nonpublic information in strict confidenceconfidence to the extent required by and in accordance with, unless and will otherwise comply with, the terms of their existing confidentiality agreement. INXN shall give prompt notice to DLR and Buyer of (i) compelled any material written notice or other material communication received by it from any governmental authority related to disclose the transactions contemplated by judicial the purchase agreement or administrative process any matter that is subject of a representation or warranty of INXN during the pre-closing period, and (ii) any written notice received by other requirements it from any third party during the pre-closing period alleging that the consent of applicable laws of Governmental Entities (including, without limitation, such third party is or may be required in connection with obtaining the necessary approvals of this Agreement or purchase agreement and the transactions contemplated hereby by the purchase agreement under any material contract or by any governmental authority. INXN, on the one hand, and DLR, on the other, have agreed to give prompt notice to the other of Governmental Entities)any notice or other communication received by such party (i) any legal action commenced or, to such party’s knowledge, threatened, against INXN or any of its affiliates or DLR or any of its affiliates, that purports to prevent, materially impede or materially delay the consummation of the offer, the legal merger, the legal demerger, the asset sale, compulsory acquisition, the liquidation, the liquidation distribution or any of the other transactions contemplated by the purchase agreement or that makes allegations that, if true, would reasonably be expected to have, individually or in the aggregate, a material adverse effect on either INXN or DLR, as the case may be, and (ii) disclosed (A) in an action the case of INXN, the knowledge of INXN of any breach of or proceeding brought by a party hereto inaccuracy in pursuit of its rights representations or warranties set forth in the purchase agreement or failure to perform its covenants or agreements set forth in the purchase agreement to the extent such inaccuracy, breach or failure to perform would reasonably be expected to give rise to, individually or in the exercise aggregate, the failure of certain offer conditions or (B) in the case of DLR and Buyer, the knowledge of DLR or Buyer of any breach of, or inaccuracy in, the representations or warranties of DLR and Buyer set forth in the purchase agreement or failure to perform the covenants or agreements of DLR and Buyer set forth in the purchase agreement to the extent such inaccuracy, breach or failure to perform would Table of Contents reasonably be expected to, individually or in the aggregate, prevent or materially delay or materially impair the ability of Buyer to perform its remedies hereunder, all documents and information concerning obligations under the other party furnished purchase agreement or to it by such other party or its Representatives in connection with this Agreement or consummate the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) known by a party or its Representatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (z) later acquired by a party or its Representatives from another source if such party or such Representative is not aware that such source is under an obligation to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the delivering party or its Representatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationpurchase agreement.

Access to Information; Confidentiality. (a) Each Subject to applicable law, each party shall, and shall cause its subsidiaries Subsidiaries to, afford to the each other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders advisors and other representatives of such party and its subsidiarieseach other party, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its subsidiaries Subsidiaries to, furnish promptly to the each other party all other information concerning its business, properties and personnel as such other party may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) all other information concerning the internal or external reports prepared by it and/or its business, properties and personnel as Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such other party may reasonably requestreports are made available to the Company's personnel. No review pursuant to this Section 5.2 shall affect any representation or warranty given by any party. (b) Each of the parties hereto party will holdkeep, and will use its best efforts to cause its Subsidiaries, Affiliates, directors, officers, employees, accountantsagents and advisors (collectively, counsel and representatives (collectively its “such party's "Representatives”") to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental Entities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderkeep, all information and documents and information concerning obtained from the other party furnished to it by such other party or its Representatives in connection with pursuant to Section 5.2(a) or during the investigations leading up to the execution of this Agreement confidential unless such information (i) was already in the possession of the party receiving the information (the "Receiving Party"), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or other direct or indirect obligation of secrecy to, the transactions contemplated herebyparty disclosing the information or documents (the "Disclosing Party"), except (ii) becomes generally available to the extent that such documents or information can be shown to have been (x) known by public other than as a party or its Representatives prior to result of a disclosure by the other party hereto, (y) in the public domain (either prior to Receiving Party or after the furnishing of such documents or information hereunder) through no fault of a party and its Representatives or (ziii) later acquired by becomes available to the Receiving Party from a party source other than the Disclosing Party or its Representatives from another source if such party or such Representative is not aware Representatives, provided that such source is under an obligation not known by the Receiving Party to the other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rulesbe bound by a confidentiality agreement with, or in a judicial, administrative other direct or governmental proceeding to disclose any such documents or informationindirect obligation of secrecy to, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this AgreementDisclosing Party. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of a party, the other party will, and will cause its Representatives to, promptly (and in no event later than five (5) business days after such request) redeliver or cause to be redelivered all documents and information furnished by the requesting party or its Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby and destroy or cause by this Agreement shall otherwise fail to be destroyed consummated, each party shall promptly cause all notescopies of documents or extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, memoranda, summaries, with respect to information contained in analyses, compilations and compilations, studies or other writings related thereto documents or based thereon records prepared by the delivering Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Representatives become legally compelled to disclose any such information or documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any time, with notice (in advance, if practicable) to the other party, make disclosures of such information and documents as may be required or its Representativesrequested by such party's applicable regulatory authorities. Upon This Agreement shall not be construed to limit in any way either party's ability to consult any tax advisor regarding the written request tax treatment or tax structure of the disclosing party, Merger or the receiving party’s authorized representative shall provide a written certification that it has complied with Bank Combination. These provisions are meant to be interpreted so as to prevent the provisions Merger or the Bank Combination from being treated as offered under "conditions of confidentiality" within the meaning of the preceding sentence. The return of any such documents Code and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and informationTreasury Regulations thereunder.