Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Prior to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. Each Seller shall afford, and shall cause its Affiliates to afford, to Purchaser and its Affiliates and their respective directors, officers and employees, and counsel, financial advisors, accountants, actuaries, lenders and other representatives and agents (a) Prior “Representatives”), reasonable access during normal business hours and subject to all site-based rules governing the conduct of business visitors during the period prior to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, Date to all of the Administered Contracts and to the Business Books and Records Records, personnel, accountants and all other advisors of the properties and Employees of the Company such Seller and its Subsidiaries andAffiliates, in each case to the extent related to the Business, and during such period, the Seller Parties shall and shall cause the Company furnish as promptly as reasonably practicable to Purchaser and its Subsidiaries to furnish to Buyer Affiliates and their respective Representatives such information concerning the business, properties, financial condition, operations such Seller’s and senior personnel its Affiliates’ conduct of the Company Business as Purchaser and its Subsidiaries as Buyer Affiliates may from time to time reasonably request, other than ; provided that in no event shall such Seller or its Affiliates be required to provide access to any such properties, books, contracts, records and information that (i) Tax Returns that are filed by a Seller or its Affiliates on a combined, consolidated, unitary or other Tax group basis or any portions thereof, except to the extent such Tax Returns or portions thereof relate solely to the Business (excluding the Retained Business) or (ii) Administered Contracts or Books and Records to the extent that they contain information that is subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an any obligation of confidentiality; providedconfidentiality or privacy. Any access by Purchaser and its Affiliates to such Administered Contracts, that (x) in Business Books and Records, personnel, accountants and other advisors or review of information concerning the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss conduct of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) Business shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer conducted by Purchaser and its Affiliates (includingA) in compliance with Applicable Law, from (B) in compliance with applicable antitrust standards, (C) without causing or facilitating the disclosure of any Trade Secrets of third parties or any Trade Secrets of any Seller or of any of its Affiliates unrelated to the Business or the transactions contemplated by this Agreement and after the ClosingAncillary Agreements, (D) without any unreasonable interference with the Company normal operations and employee and customer relations of each Seller and its Subsidiaries), on one handAffiliates, and the Seller Parties and their Affiliates (includingwithout initiating, prior to the Closingcontacting or engaging in discussion with any Contractholder. Purchaser agrees that it shall hold, the Company and its Subsidiaries), on the other hand, shall and shall cause its Affiliates and each of its and their respective Affiliates directors, officers and employees and Representatives to treat confidentially all non- publichold, confidential or proprietary informationany information obtained in confidence to the extent required by, including all notesand in accordance with, analysesapplicable state and federal privacy requirements and with the provisions of the Confidentiality Agreement, compilationsdated July 26, studies2011, copies between HLIC and other documents which contain or otherwise reflect such information, provided to it by - 52 -PFLAC (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 7.1, Purchaser may make or cause to be made such investigation of the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate and of its financial and legal condition as Purchaser deems reasonably necessary or advisable. Seller Parties will provide Buyer shall, and shall cause the Company, the Company Subsidiary and, with respect to the Business, the Contributing Affiliate (i) to afford to Purchaser and its Representatives with reasonable accessauthorized representatives, including its independent accountants, reasonable access to the properties, assets, personnel, books and records of the Company, the Company Subsidiary and, with respect to the Business, the Contributing Affiliate during normal business hours to review information and documentation related to the properties, assets, personnel, books, Contracts, commitments and other records of the Company, the Company Subsidiary and, with respect to the Business, the Contributing Affiliate and (ii) to make reasonably available the officers and employees responsible for the operation of the Business, upon reasonable prior notice at reasonable times and during normal business hours, to all discuss the ongoing operation of the Books Business, implementation of the transactions contemplated by this Agreement and Records the other matters relating to this Agreement or the transactions contemplated hereby; provided that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the business of the Company, the Company Subsidiary or the Contributing Affiliate and shall be at Purchaser’s sole cost and expense. All requests for access to the offices, properties, books and records of the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives shall (and Purchaser shall not permit any of its employees, agents, representatives or Affiliates to) contact any of the properties and Employees employees, customers, suppliers, distributors or other business relations of the Company or the Company Subsidiary, or with respect to the Business, the Contributing Affiliate or any of their respective Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representative of Seller. Any access to the offices, properties, assets, personnel, books and records of the Company, the Company Subsidiary, or, with respect to the Business, the Contributing Affiliate shall be subject to the following additional limitations: (i) such access shall not include competitively sensitive information, shall not violate any internal policies of Seller or any of its Affiliates, shall not result in the disclosure of any trade secrets of Seller, its Affiliates or third parties or violate any obligations of Seller or any of its Affiliates with respect to confidentiality to any third party, shall not violate any Law or any Contract to which Seller or any of its Affiliates is a party (including, without limitation, any Lease) or otherwise expose Seller or any of its Affiliates to a material risk of Liability; provided, however, that in such instances, Seller shall, at Purchaser’s sole cost and expense reasonably cooperate with Purchaser to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in this clause (i); (ii) Purchaser shall give Seller notice of at least two (2) Business Days before conducting any inspections or communicating with any third party (provided that any such communication with a third party requires the prior written consent of Seller, such consent not to be unreasonably withheld) relating to any property of Seller or any of its Affiliates, and a representative of Seller shall have the right to be present when Purchaser or any of its representatives conducts its or their investigations on such property; (iii) any environmental investigations by Purchaser and its Subsidiaries representatives shall be limited to visual inspections of the property and operations and shall not, without prior written consent of Seller in its sole discretion (and, during such periodif required under the applicable Lease, the landlord), include any intrusive investigation or collection of samples of soil, groundwater, surface water, wastewater, building materials or any other environmental media or product; (iv) Purchaser shall (A) use its reasonable best efforts to perform all on-site due diligence reviews and all communications with any Person on an expeditious and efficient basis and (B) indemnify, defend and hold harmless Seller Parties or any of its Affiliates and each of their respective employees, directors and officers from and against all Losses resulting from physical damage or personal harm directly caused by Purchaser or any of its representatives under this paragraph; (v) such access shall be conditioned upon compliance by Purchaser and its authorized representatives with all applicable security procedures and protocol regarding the protection of confidential and classified information of Seller and its Affiliates, and only those of Purchaser’s personnel who are specifically authorized to have such access shall gain such access; and (vi) such access shall not result in the waiver of any applicable attorney-client privilege or work-product doctrine. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. (b) Purchaser agrees that it will, and will cause its Affiliates and its and their representatives to, keep confidential in accordance with the Confidentiality Agreement all documents, materials and other information which it shall have obtained regarding Seller or any of its Affiliates (other than, from and after the Closing Date, any such documents, materials and other information exclusively relating to the Business) 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), the investigation provided for herein and the preparation of this Agreement and other related documents; provided, however that Purchaser shall be permitted to disclose such information to lenders and prospective lenders in connection with increasing the amount available for borrowing under its lines of credit, with such lenders or prospective lenders being treated as Representatives of Purchaser in accordance with, and as defined in, the Confidentiality Agreement. (c) From and after the Closing, Seller shall, and shall cause its Affiliates and its and their representatives to, keep confidential any and all non-public information relating to the Business except to the extent such disclosure is determined by Seller or its representatives to be required to be disclosed under applicable Laws or any listing agreement covering publicly traded securities, is requested by any Government Authority to be disclosed or is disclosed in connection with any Legal Proceeding. In the event that Seller or any of its Affiliates or representatives are required by any applicable Law or any such listing agreement to disclose any such non-public information, Seller shall and shall cause its Affiliates and representatives to, (i) to the extent permissible by such applicable Law, provide Purchaser with reasonably prompt written notice of such requirement, (ii) disclose only that information that it determines (with the advice of counsel) is so required by such applicable Law to be disclosed and (iii) reasonably cooperate with Purchaser at Purchaser’s expense so that Purchaser may seek to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such non-public information. Notwithstanding the foregoing, such non-public information shall not include information that (A) is or becomes available to the public after the Closing other than as a result of a disclosure in breach of this Section 5.2(c) or (B) becomes available to Seller or its Affiliates or representatives after the Closing from a source other than Purchaser or its Affiliates or representatives if the source of such information is not known by Seller or its representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Purchaser or its Affiliates (including the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilegeSubsidiary) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateinformation. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, subject to compliance with Laws and the terms of any existing Contracts, the Target shall, and shall cause its Subsidiaries to: (A) give the Purchaser and its representatives reasonable access to the Closing Dateoffices, properties, books and records, Contracts and personnel of the Seller Parties will provide Buyer Target and its Representatives with reasonable access, including access upon reasonable notice at reasonable times the Subsidiaries during normal business hourshours (including continuing access to the Data Room), in each case for integration planning purposes; and (B) furnish to all of the Books and Records and all of the properties and Employees of the Company Purchaser and its Subsidiaries andrepresentatives such financial and operating data, during regulatory information, and other information as such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer Persons may from time to time reasonably request, other than in each case for integration planning purposes, and in so doing shall compile all material regulatory correspondence received from OSFI for purposes of providing same to the Purchaser upon request. Neither the Purchaser nor any such propertiesof its representatives will contact directors, booksofficers or employees, contractscustomers, records and information that (i) are subject to an attorney-client suppliers or other legal privilege that might be impaired by such disclosure business partners of the Target or (ii) are subject to an obligation any of confidentiality; provided, that (x) in its Subsidiaries except after receiving the case prior written consent of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action Target (such as entering into a joint defense agreement approval not to be unreasonably withheld, delayed or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateconditioned). (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the ClosingFor greater certainty, the Company and its Subsidiaries)Target, on one hand, and the Seller Parties Purchaser and their Affiliates (includingrespective affiliates shall treat, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates representatives to treat, all information furnished to such Party or any of their respective affiliates or representatives in connection with the Transaction or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, each of the Target and Representatives to treat confidentially the Purchaser acknowledges and agrees that the Target Disclosure Letter and all non- publicinformation contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement. (c) Investigations made by or on behalf of the Purchaser, confidential whether under this Section 4.8 or proprietary informationotherwise, including all noteswill not waive, analysesdiminish the scope of, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it affect any representation or warranty made by - 52 -the Target in this Agreement.

Access to Information; Confidentiality. (a) Prior Seller will (i) cause the Acquired Company and the Subsidiaries to permit representatives of the Closing Date, the Seller Parties will provide Buyer and its Representatives with Purchaser to have reasonable access, including access upon reasonable notice at reasonable times during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businesspremises, properties, financial conditionpersonnel, operations books, records (including Tax records and senior personnel accountants' work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its Subsidiaries advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer Purchaser may from time to time reasonably request, (iii) furnish Purchaser and its advisors with such additional existing financial, operating and other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties data and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives Purchaser may reasonably request, and (yiv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the case normal business operations of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Acquired Company and the Seller Parties shall use commercially reasonable efforts to obtain a waiver Subsidiaries, the officers of the applicable obligationAcquired Company or any Subsidiary, as Purchaser may reasonably request. All requests for access or The confidentiality of all such documents and information pursuant to this Section 5.2(a) furnished in connection with the Contemplated Transactions shall be directed to such Person or Persons as Seller shall designategoverned by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.12(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company's general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, and subject to the Company requirements of applicable Law, any securities exchange on which the securities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, Seller and its Subsidiaries), on one handParent shall keep secret and retain in confidence, and not use for the benefit of Seller, Parent or any Person other than Purchaser, all confidential matters and trade secrets known to Seller Parties and their Affiliates (including, prior or Parent relating to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary informationBusiness, including all notes, analyses, compilations, studies, copies books and other documents which contain or otherwise reflect such information, provided records referred to it by - 52 -in Section 5.02(b) and information made available to Seller pursuant to Section 1.05(a).

Access to Information; Confidentiality. (a) Prior Subject to Section 8.01, from the date hereof until the earlier of the Closing DateDate and the termination of this Agreement pursuant to Article 12, the Seller Parties Companies, the Founder and the Onshore Companies will provide (i) give, and will cause each other Group Company to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of each Group Company, (ii) furnish, and will cause each Group Company to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any Group Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of each Group Company to reasonably cooperate with Buyer and in its Representatives with reasonable accessinvestigation of the Group; provided that, including in each case, any such access upon reasonable notice or furnishing of information shall be conducted at reasonable times Buyer’s expense, during normal business hours, under the supervision of personnel of Seller Companies or the Group Companies and in such a manner as not to all interfere with the normal operations of the Books and Records and all business of the properties Group Companies. Notwithstanding anything to the contrary in this Agreement, Seller Companies, Founder and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties Group Companies shall and shall cause the Company and its Subsidiaries not be required to furnish disclose any information to Buyer if such information concerning the businessdisclosure would, propertiesin Seller’s good faith judgment, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an jeopardize any attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject contravene any Applicable Laws, fiduciary duty or binding agreement entered into prior to an obligation of confidentiality; providedthe date hereof. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, that (x) in the case of clause (i) warranty or agreement given or made by the Seller Parties will use their commercially reasonable efforts to take such action Companies, the Founder and the Group Companies hereunder. (such as entering into a joint defense agreement or other arrangement to avoid loss of b) After the attorney-client privilege) with respect to such booksClosing, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Companies and the Seller Parties shall their Affiliates will hold, and will use commercially reasonable efforts to obtain cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless any such party reasonably believes, after consulting with its counsel, that disclosure is required pursuant to any listing agreement with any securities exchange or any securities exchange regulation or by judicial or administrative process or by other requirements of law, all confidential documents and information concerning Buyer, any Group Company and the transactions contemplated by this Agreement and the other Transaction Documents, except to the extent that such information is required to file a waiver Tax Return or was (i) previously known on a non-confidential basis by the Seller Companies, (ii) in the public domain through no fault of the applicable obligationSeller Companies or their Affiliates or (iii) later lawfully acquired by the Seller Companies from sources other than those related to their prior ownership of the Group Companies. All requests for access or The obligation of the Seller Companies and their Affiliates to use commercially reasonable efforts to hold any such information pursuant to this Section 5.2(a) in confidence shall be directed satisfied if they exercise the same care with respect to such Person or Persons information as Seller shall designatethey would take to preserve the confidentiality of their own similar information. (bc) From and after In order to facilitate the date hereof, resolution of any claims made against or incurred by Buyer and its Affiliates (includingrelating to the Group Companies, from and after the ClosingClosing Date until the second anniversary thereof, the Company Seller Companies will provide Buyer and its Subsidiaries)authorized representatives with reasonable access, on one handduring normal business hours, to the books and records of the Seller Parties and their Affiliates Companies (including, but only to the extent relating to the Group Companies with respect to periods prior to the ClosingClosing Date), in connection with any matter relating to or arising out of this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (including for audit purposes); provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of the Seller Companies. Unless otherwise consented to in writing by Buyer, the Company Seller Companies shall not, for a period of two years following the Closing Date, destroy, alter or otherwise dispose of any books and records relating to the Group Companies, or any portions thereof, relating to periods prior to the Closing Date, without first giving reasonable prior notice to Buyer and offering to surrender to Buyer such books and records or such portions thereof. (d) In order to facilitate the resolution of any claims made against or incurred by Seller relating to the Group Companies, from and after the Closing Date until the second anniversary thereof, the Offshore Companies, WFOE and the Onshore Companies shall cause the Group Companies to provide Seller and its Subsidiaries)authorized representatives with reasonable access, on during normal business hours, to the books and records of the Group Companies with respect to periods prior to the Closing Date in connection with any matter relating to or arising out of this Agreement or the other handTransaction Documents or the transactions contemplated hereby or thereby (including for audit purposes). Unless otherwise consented to in writing by Seller, the Onshore Companies agree that they shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- publicnot permit any of the Group Companies to, confidential or proprietary informationfor a period of two years following the Closing Date, including all notesdestroy, analyses, compilations, studies, copies and other documents which contain alter or otherwise reflect dispose of any books and records of the Group Companies, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior notice to Seller and offering to surrender to Seller such information, provided to it by - 52 -books and records or such portions thereof.

Access to Information; Confidentiality. (a) Prior to The parties hereby acknowledge the Closing DateConfidentiality Agreement dated January 8, 2004 between Acquiror and the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all Company (the “Confidentiality Agreement”) expires on execution of the Books and Records and all of the properties and Employees this Agreement. Each of the Company and Acquiror will, and will cause their respective officers, directors, employees, agents and representatives to (i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other Legal Requirements, all “Confidential Information” (as such term was defined in the Confidentiality Agreement) concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person) and (ii) not release or disclose such information to any other person, except in connection with this Agreement to its Subsidiaries auditors, attorneys, financial advisors, other consultants and advisors. In the event of termination of this Agreement for any reason, the parties hereto will promptly return or destroy all documents containing non-public information so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or compilations made therefrom. (b) The Company shall, and shall cause its Affiliates, together with its agents and representatives, to, afford to Acquiror and to the officers, employees, accountants, counsel, financial advisors and other representatives of Acquiror, reasonable access during normal business hours during the period prior to the Effective Time to make such inspections as Acquiror may reasonably require of all of its properties, books, contracts, commitments, personnel and records and, during such period, the Seller Parties shall Company shall, and shall cause its Affiliates, together with its agents and representatives, to, furnish promptly to Acquiror (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the Company requirements of federal or state securities laws and its Subsidiaries to furnish to Buyer such (ii) all other information concerning the Company’s business, propertiesproperties and personnel as Acquiror may reasonably request. Acquiror will hold, and will cause its officers, employees, accountants, counsel, financial conditionadvisors and other representatives and Affiliates, operations and senior personnel agents and representatives, to hold, any non-public information in accordance with the terms of Section 5.2(a). (c) Between the date hereof and the Effective Time, the Company shall furnish to the Acquiror and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that Merger Sub (i) within five (5) Business Days after the delivery thereof to management, such monthly financial statements and data (financial, operational, compliance or otherwise) as are subject regularly prepared for distribution to an attorney-client or other legal privilege that might be impaired by such disclosure or Company management and (ii) at the earliest time they are subject to an obligation of confidentiality; providedavailable, that such quarterly and annual financial statements as are prepared for the Company’s SEC filings, which (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of this clause (ii) )), shall be in accordance with the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) books and the Seller Parties shall use commercially reasonable efforts to obtain a waiver records of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateCompany. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior From the date hereof until the Closing Date (or the earlier termination of this Agreement pursuant to Section 13.01), each Seller shall, and shall cause its Affiliates to, (i) give each Buyer Party, its counsel, financial advisors, consultants, auditors and other authorized representatives full access to the Closing Dateoffices, the properties, books and records of such Seller Parties will provide Buyer and its Representatives with reasonable accessAffiliates relating to the Business, including access upon reasonable notice Purchased Assets, Business Employees and Real Property (at reasonable times during normal business hoursand upon reasonable notice, to all but excluding any soil or groundwater testing of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries andany Real Property), during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject furnish to an obligation each Buyer Party, its counsel, financial advisors, consultants, auditors and other authorized representatives such financial and operating data and other information relating to the Business, Purchased Assets and Real Property as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of confidentiality; provided, that (x) such Seller and its Affiliates to cooperate with each Buyer Party in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss its investigation of the attorney-client privilege) with respect to such booksBusiness, records, contracts, properties Purchased Assets and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationReal Property. All requests for access or information Any investigation pursuant to this Section 5.2(a) shall be directed conducted in such manner as not to interfere unreasonably with the conduct of the business of Sellers and their respective Affiliates and shall not require a Seller or any of its Affiliates to permit access to any privileged information or where permitting such Person or Persons as Seller shall designateaccess would contravene any Applicable Law. (b) From After the Closing, each Seller shall hold, and shall cause its Affiliates to hold, and each shall use its commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Business, Purchased Assets and Real Property, except to the extent that such information can be shown to have been in the public domain through no fault of a Seller or its Affiliates. The obligation of each Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, subject to Section 7.01, each Seller shall, and shall cause its Affiliates to, afford promptly to each Buyer Party and its Affiliates and agents reasonable access, upon reasonable prior notice, to its books of account, financial and other records, information, employees and auditors, and shall request that its independent accountant furnish its workpapers to Buyer Domestic (including, from and after the Closing, the Company and its Subsidiariesupon execution of customary access letters), on one handin each case to the extent necessary or useful for a Buyer Party or any of its Affiliates in connection with any audit, investigation, dispute or litigation (other than a dispute or litigation between Sellers and/or their Affiliates and the Seller Parties and their Affiliates (including, prior Buyer Parties) or any other reasonable business purposes relating to the ClosingBusiness, Purchased Assets and Real Property (subject to providing such assurances, releases, indemnities or other agreements as accountants may customarily require in such circumstances); provided that any such access by a Buyer Party or any of its Affiliates shall not unreasonably interfere with the Company conduct of the business of Sellers and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives shall not require a Seller or any of its Affiliates to treat confidentially permit access to any privileged information or where permitting such access would contravene any Applicable Law. Buyer Domestic shall bear all non- publicof the out-of-pocket costs and expenses (excluding reimbursement of general overhead, confidential salaries and employee benefits) reasonably incurred in connection with the exercise of the foregoing rights under this Section by a Buyer Party or proprietary informationany of its Affiliates. Table of Contents (d) Each Seller shall, including all notesand shall cause its Affiliates to, analysesmaintain the books and records retained by it and relating to the Business, compilationsPurchased Assets and Real Property for at least five years after which such Seller shall have the right to destroy such books and records in its sole discretion, studies, copies subject to the requirements of Applicable Law; provided that such Seller shall give Buyer Domestic advance written notice of any such proposed destruction and other documents which contain or otherwise reflect shall provide Buyer Domestic with a reasonable opportunity to request and take delivery of any such information, provided to it by - 52 -books and records.

Access to Information; Confidentiality. (a) Prior AMLI and AMLI LP shall, and shall cause each of the AMLI Subsidiaries to, afford to the Closing DatePurchaser, the Seller Parties will provide Buyer Purchaser Acquisition Entity and its Representatives with Purchaser Acquisition LP and their officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates, reasonable access, including access upon reasonable notice at reasonable times during normal business hours, hours and upon reasonable advance notice during the period prior to the Partnership Merger Effective Time to all of the Books its properties, offices, books, contracts, commitments, personnel and Records and all of the properties and Employees of the Company and its Subsidiaries records and, during such period, the Seller Parties shall AMLI and AMLI LP shall, and shall cause each of the Company other AMLI Subsidiaries to, furnish reasonably promptly to Purchaser (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other information (financial or otherwise) concerning its Subsidiaries to furnish to Buyer such information concerning the business, propertiesproperties and personnel as Purchaser, Purchaser Acquisition Entity and Purchaser Acquisition LP may reasonably request. AMLI shall also instruct AMLI’s officers, employees, accountants, counsel, financial condition, operations advisors and senior personnel other representatives to cooperate reasonably with Purchaser in its investigation of the Company business of AMLI, AMLI LP and its Subsidiaries as Buyer may from time the other AMLI Subsidiaries. Notwithstanding the foregoing, AMLI shall not be required by this Section 5.2 to time reasonably requestprovide Purchaser, other than Purchaser Acquisition Entity, Purchaser Acquisition LP or their respective representatives with access to the properties of AMLI or any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation AMLI Subsidiary for the purpose of confidentialityinvasive physical testing; provided, that (x) that, in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take AMLI Properties that are wholly-owned by an AMLI Subsidiary, neither AMLI nor any AMLI Subsidiary shall unreasonably withhold consent for such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such booksaccess and testing if Purchaser determines in good faith, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer that there is a reasonable likelihood that a significant environmental Liability exists with respect to such property. Each of Purchaser, Purchaser Acquisition Entity and Purchaser Acquisition LP will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence to the extent required by, and in accordance with, and will comply with the confidentiality provisions of the letter agreement between AMLI and Purchaser dated as of September 21, 2005 (including, from and after the Closingas may be amended, the Company and its Subsidiaries“Confidentiality Agreement”), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (ai) Prior to Upon reasonable written notice, following the Closing Date, the Purchaser shall, and shall cause its affiliates to afford to Seller Parties will provide Buyer and its Representatives with affiliates and their officers, employees, accountants, counsel, financial advisors and other representatives reasonable access, including access upon reasonable notice at reasonable times during normal business hours, hours to all properties, plants, books, systems, Contracts, commitments, personnel and Records to the extent relating to the Business, including, in connection with any Action in which Seller or any of its affiliates is involved, originals of the Books and Records and all same, for so long as such information is retained by Purchaser or any of its affiliates under the properties and Employees relevant retention policies of such party then in effect (but in any event for a period of not less than five years following the Company and its Subsidiaries Closing Date) and, during such period, the Seller Parties shall Purchaser shall, and shall cause the Company and its Subsidiaries affiliates to, furnish promptly to furnish to Buyer such Seller all other information concerning the businessBusiness as Seller may reasonably request; provided, however, such access shall not unreasonably disturb the operations of the Business, Purchaser or any of its affiliates. Purchaser shall retain, or cause to be retained, all books and Records (including originals) of the Business relating to periods ending on or prior to the Closing Date until the fifth anniversary of the Closing Date. After the fifth anniversary of the Closing Date, Purchaser may dispose of any books or Records referred to in this Section 6.02; provided that Purchaser shall give Seller at least 90 days’ prior written notice of such intention and Seller shall have the right to remove and retain all or any part of such books and Records as it may elect. (j) Upon reasonable written notice, prior to and following the Closing Date, Seller and each other member of the Seller Group shall, and shall cause its subsidiaries to afford to Purchaser and its affiliates and their officers, employees, accountants, counsel, financial advisors and other representatives reasonable access during normal business hours to all properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such propertiesplants, books, contractssystems, records Contracts, commitments, personnel and Records to the extent relating to the Business (including, in connection with any Action in which Purchaser or any of its affiliates is involved, originals of the same), for so long as such information is retained by Seller or any other member of the Seller Group under the relevant retention policies of such party then in effect (but in any event for a period of not less than five years following the Closing Date) and, during such period, Seller and each other member of the Seller Group shall, and shall cause its subsidiaries to, furnish promptly to Purchaser all other information concerning the Business as Purchaser may reasonably request; provided, however, such access shall not unreasonably disturb operations of the Business, Seller or any other member of the Seller Group. Seller and the other members of the Seller Group shall retain, or cause to be retained, all books and Records (other than the Transferred Records) (including originals) of the Business relating to periods ending on or prior to the Closing Date until the fifth anniversary of the Closing Date. After the fifth anniversary of the Closing Date, Seller and the other members of the Seller Group may dispose of any books or Records referred to in this Section 6.02; provided that Seller shall give Purchaser at least 90 days’ prior written notice of such intention and Purchaser shall have the right to remove and retain all or any part of such books and Records as it may elect. (k) Notwithstanding the foregoing, any party may withhold (i) are subject any documents (or portions thereof) or information that such party is obligated to an keep confidential from the requesting party pursuant to the terms of a confidentiality agreement with a third party, (ii) any document (or portions thereof) or information that constitutes privileged attorney-client communications or other legal privilege that might be impaired attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such disclosure or party’s counsel, constitutes a waiver of any such privilege (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering after taking into a account any joint defense agreement that may be entered into by Seller and Purchaser) and (iii) any document (or portion thereof) or information relating to pricing or other arrangement matters that are highly competitively sensitive if the exchange of such document (or portion thereof) or information, as reasonably determined by such party’s counsel, might reasonably result in a violation of antitrust Laws by such party or any of its affiliates. If any material is withheld by such party pursuant to avoid loss the proviso to the preceding sentence, such party shall inform the other party as to the general nature of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information what is being withheld in reliance on clause (ii) withheld, and the Seller Parties parties shall use commercially reasonable efforts to obtain any consents necessary, or restructure the form of access, so as to permit the access requested. If so requested by either Seller or Purchaser, Seller and Purchaser shall enter into a waiver of customary joint defense agreement with respect to the applicable obligation. All requests for access or documents and information accessed pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate6.02. (bl) From After the Closing Date, except in the case of an Action by one party against another party, each party hereto shall use commercially reasonable efforts to make available to each other party during normal business hours, upon written request, the former, current and future directors, officers, employees, other personnel and agents of members of the Business as witnesses, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) may reasonably be required in connection with any Action in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all third party costs and expenses in connection therewith; provided, however, that such other party shall first consult with the requesting party with respect to costs and expenses of third-party service providers that are expected to be incurred in connection with the request before incurring such costs and expenses and shall not, without the consent of the requesting party, incur such third-party service provider costs and expenses if it would not have incurred such costs and expenses in response to its own need for comparable information arising in its other businesses. (m) Seller shall keep confidential, and shall cause its affiliates and instruct its and their officers, directors, employees and advisors to keep confidential, all information relating to the Business, including any information provided by Purchaser to Seller or Seller’s representatives pursuant to Section 2.03(f), except as required by applicable Law, legal or administrative process, or rules of any stock exchange or stock market and except for information which is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 6.02(e). The covenant set forth in this Section 6.02(e) shall terminate two years after the Closing Date. (n) Prior to the Closing, all information provided to Purchaser pursuant to this Section 6.02 that would constitute Evaluation Material (as defined in that certain Confidentiality Agreement, dated as of August 1, 2012, by and between Seller and GP (the “Confidentiality Agreement”)), if provided prior to the date hereof, Buyer shall be held by Purchaser as such and its Affiliates shall be subject to the Confidentiality Agreement. (including, from and after o) The Confidentiality Agreement shall terminate as of the Closing Date. (p) After the Closing, the Company and its Subsidiaries)Purchaser shall, on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives its affiliates (including the Transferred Entities) to, instruct all Transferred Employees to treat confidentially all non- publicpromptly erase, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain delete or otherwise reflect such informationdestroy and keep confidential all non-public Seller information (whether in print, provided to it by - 52 -electronic or other forms) in the possession of any Transferred Employee that does not constitute a Transferred Asset.

Access to Information; Confidentiality. (a) Prior to From -------------------------------------- the Closing Datedate hereof until the consummation of the Offer, the Seller Parties will provide Buyer and its Representatives with reasonable accessLiquidating Trustee shall, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries the officers, directors, employees, auditors and agents of the Company to, afford the officers, employees and agents of Purchaser complete access at all reasonable times to furnish to Buyer such information concerning the businessofficers, employees, agents, properties, financial conditionoffices, operations plants and senior personnel other facilities, books and records of the Company Trust and its Subsidiaries as Buyer may from time to time reasonably requestthe Company, and shall furnish Purchaser with such financial, operating and other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties data and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access Purchaser, through its officers, employees or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateagents, may reasonably request. (b) From Purchaser shall, and after shall cause its affiliates and directors, officers, employees and agents to, keep confidential, not disclose in any manner and use only in connection with the date hereof, Buyer Transactions all data and its Affiliates (including, information obtained by them from the Liquidating Trustee and after the Closing, the Company and its Subsidiariestheir respective directors, officers, employees, auditors and agents (other than data or information that is or becomes ascertainable from public or published information or trade sources, except as a result of disclosure by Purchaser in violation of this Section 5.04(b)) ("Confidential Information") and shall insure ------------------------ that such directors, on one handofficers, employees and agents do not disclose Confidential Information to third parties without the prior written consent of the Liquidating Trustee or the Company, respectively, unless disclosure of Confidential Information is required by law. (c) In the event of the termination of this Agreement in accordance with Section 6.01, Purchaser shall, and shall use its reasonable best efforts to cause its affiliates and officers, directors, employees and agents to, (i) return promptly every document furnished to them by the Seller Parties Liquidating Trustee or the Company, or any officer, director, employee, auditor or agent of the Liquidating Trustee or the Company, in connection with the Transactions and containing Confidential Information and all copies thereof in their Affiliates possession, and cause any other parties to whom such documents may have been furnished promptly to return such documents and all copies thereof, other than such documents as may have been filed with the SEC or otherwise be publicly available, and (includingii) destroy promptly all documents created by them from any Confidential Information and all copies thereof in their possession, prior and cause any other parties to whom such documents may have been furnished to destroy promptly such documents and any copies thereof . (d) No investigation pursuant to this Section 5.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Closing, obligations of the Company and its Subsidiaries), on parties hereto or any condition to the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Offer.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Seller will (i) give, and will cause the Seller Parties will provide Buyer Company and each Subsidiary to give, Buyer, its Representatives with counsel, financial advisors, auditors and other authorized representatives reasonable access, including access upon reasonable notice at reasonable times during normal business hourshours to the offices, to all of the Books properties, books and Records and all of the properties and Employees records of the Company and its the Subsidiaries andand to the books and records of Seller relating to the Company and the Subsidiaries, during such period(ii) furnish, the Seller Parties shall and shall will cause the Company and each Subsidiary to furnish, to Buyer, its Subsidiaries to furnish to Buyer such information concerning the business, propertiescounsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller or the Company or any Subsidiary to reasonably cooperate with Buyer in its investigation of the Company or any Subsidiary. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller, the Company or any of its Subsidiaries. Notwithstanding the foregoing, Buyer shall not have access to personnel records of Seller, the Company and its the Subsidiaries as Buyer may from time relating to time reasonably requestindividual performance or evaluation records, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client medical histories or other legal privilege that might be impaired information which in Seller's good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability. No investigation by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement Buyer or other arrangement information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Buyer will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to avoid loss hold, any nonpublic information provided pursuant to this Section 5.02 in accordance with the terms of the attorney-client privilege) with respect to such booksletter agreement, recordsdated June 23, contracts1999, properties and information as is necessary to permit disclosure to between Buyer and Buyer’s Representatives and Seller (y) in the case "CONFIDENTIALITY AGREEMENT"); PROVIDED that such obligations of clause (ii) Buyer shall terminate upon the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationClosing. All requests for access or information pursuant to this Section 5.2(a) the offices, properties, books and records of Seller shall be directed made to such Person or Persons representatives of Seller as Seller shall may designate, who will be solely authorized to coordinate all such requests. (b) From For a period of ten full years following the Closing Date, Seller and its Affiliates will hold, and will instruct its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless in their reasonable judgment they are compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or its Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company and the Subsidiaries. The obligation of Seller to hold any such information in confidence shall be satisfied if it exercises the same care with respect to such information as Seller would take to preserve the confidentiality of its own similar information. (c) On and after the date hereofClosing Date, Seller will afford promptly to Buyer and its Affiliates agents reasonable access to its non-privileged books of account, financial and other records (including, from without limitation, accountant's work papers, subject to such limitations as such accountants may impose in accordance with customary practice), information, employees and after auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or any Subsidiary; PROVIDED that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller. Buyer shall bear all of the out-of-pocket costs and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates expenses (including, prior to without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -foregoing.

Access to Information; Confidentiality. (a) Prior to From the date of this Agreement until the Closing Date(or until the earlier termination of this Agreement in accordance with Section 8.1), upon reasonable notice, Seller shall, and shall use its reasonable best efforts to cause Sigma and the Seller Parties will provide Buyer Sigma Entities to: (i) afford Purchaser and its authorized Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Business Real Property and Books and Records Records, Contracts to be included in the Purchased Assets and the Assumed Liabilities and all Business Employees who are members of management or key employees of the properties Business, and Employees of the Company (ii) reasonably cooperate with Purchaser and its Subsidiaries and, during such period, the Seller Parties shall Representatives and shall cause the Company and its Subsidiaries to furnish to Buyer the authorized Representatives of Purchaser such additional financial and operating data and other information concerning regarding the businessBusiness (or copies thereof) previously prepared by Sigma or the Sigma Entities in the ordinary course of business or that may be prepared by Sigma or the Sigma Entities without undue effort, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer Purchaser may from time to time reasonably requestrequire in order to prepare for the Closing and the integration of the Purchased Assets by Purchaser following the Closing; provided, other than however, that any such propertiesaccess or furnishing of information shall be scheduled and coordinated through the Person(s) set forth on Schedule 4.3 and shall be conducted during normal business hours, booksunder the supervision of Seller’s or Sigma’s, contractsas applicable, records or their Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business; further provided, that neither Seller nor Sigma shall be required to disclose (or cause their respective Affiliates to disclose) any information that to Purchaser if such disclosure would be reasonably likely to: (iA) are subject to an jeopardize any attorney-client or other legal privilege (provided that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; providedSeller shall, that (x) in the case of clause (i) the Seller Parties will and shall use their commercially its reasonable best efforts to take cause Sigma and the Sigma Entities to, disclose such action (information in a manner that would not jeopardize such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client or other legal privilege), or (B) with contravene any applicable Laws (including any Competition Law and Foreign Investment Law and any applicable Law relating to data protection) or fiduciary duties, or breach in any material respect any Contracts (provided that Seller shall, and shall use its reasonable best efforts to cause Sigma and the Sigma Entities to, disclose such information in a manner that would not give rise to such bookscontravention of Law or fiduciary duties, recordsor breach of Contract); and provided, contractsfurther, that notwithstanding anything to the contrary herein, access to the Business Real Property shall not include the right to collect or otherwise take samples at said properties and information of environmental media such as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access air, soils, surface waters, sediments or information pursuant to this Section 5.2(a) shall be directed to such Person groundwater, or Persons as Seller shall designatebuilding materials. (b) From the date hereof until the Closing, Seller shall (and shall use its reasonable best efforts to cause Sigma and the Sigma Entities to) deliver to Purchaser, within thirty (30) days after the date hereofend of each quarter of Sigma, Buyer management financial information with respect to the Business on a quarterly basis, in each case prepared in accordance with their respective past practice, except as otherwise set forth below, comprising (i) order volume by product type (Hardware, Software, Services, Support), (ii) revenue and gross margin by product type (hardware, software, services, support), (iii) revenue and gross margin by product family (STC, Calnex, Automotive, Security), (iv) Inventory and (v) contract liabilities, provided, that neither Seller nor Sigma shall be required to disclose (or cause their respective Affiliates to disclose) any information to Purchaser if such disclosure would be reasonably likely to contravene any applicable Laws (including any Competition Law and Foreign Investment Law and any applicable Law relating to data protection) or fiduciary duties (provided that Seller shall, and shall use its Affiliates reasonable best efforts to cause Sigma and the Sigma Entities to, use reasonable best efforts to disclose such information in a manner that would not give rise to such contravention of Law or fiduciary duties). (includingc) The terms of the Confidentiality Agreement, dated as of October 7, 2024, by and between Purchaser and Seller (the “Confidentiality Agreement”), shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Purchaser and Seller under this Section 4.3(c) shall terminate; provided, however, that, for a period of three (3) years from and after the Closing, except as would have been permitted under the Company terms of the Confidentiality Agreement, (i) Purchaser shall, and shall cause its Affiliates and their respective Representatives to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the Transaction and all confidential information relating to Seller and Sigma or their respective subsidiaries and Affiliates (other than confidential information relating to the Purchased Assets), and (ii) Seller shall, and shall cause Sigma and the Sigma Entities and their respective Representatives to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the Transaction and all confidential information relating to Purchaser and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (includingother than confidential information relating to the Excluded Assets). If this Agreement is, for any reason, terminated prior to the Closing, the Company Confidentiality Agreement shall (if then otherwise in effect) continue in full force and effect in accordance with its Subsidiariesterms. (d) Nothing provided to Purchaser pursuant to Section 4.3(a) shall in any way amend or diminish Purchaser’s obligations under the Confidentiality Agreement. Purchaser acknowledges and agrees that, subject to the last paragraph of Section 4.15(a), any information provided to Purchaser or its Affiliates or their respective Representatives pursuant to Section 4.3(a) or otherwise by or on behalf of Seller, Sigma or any Affiliate or Representative of any of them shall be subject to the other handterms and conditions of the Confidentiality Agreement. (e) From and after the Closing for a period of three (3) years, shall Seller agrees to, and shall cause Sigma and the Sigma Entities and Seller’s other Affiliates to, and to use reasonable best efforts to cause their respective Representatives to, (i) treat and hold as confidential (and not (except as expressly permitted by this Agreement or any Ancillary Agreement) disclose or provide access to any Person (other than Seller’s Affiliates and Representatives) to) any confidential and proprietary information to the extent relating to the Business, Purchased Assets or Assumed Liabilities and relating to trade secrets, processes, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Assets, the Assumed Liabilities or the Business unless such information (A) is or becomes generally available to, or known by, the public through no disclosure in violation hereof by Seller, Sigma, the Sigma Entities or their respective Affiliates or any of its or their Representatives, (B) is required to be publicly disclosed by Law or the rules or regulations of any U.S. or foreign securities exchange or similar organization, or (C) becomes available to Seller or its Affiliates or their respective Representatives from and Representatives after the Closing, from a third party source that is not known by Seller, Sigma, the Sigma Entities or Seller’s other Affiliates to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect be under any obligations of confidentiality in respect of such information, provided (ii) in the event that Seller or its Affiliates or their respective Representatives becomes legally compelled to it disclose any such information, provide Purchaser (to the extent permitted by - 52 -Law and reasonably practicable) with prompt written notice of such requirement so that Purchaser may seek, at Purchaser’s sole expense, a protective order or other remedy or waive compliance with this Section 4.3(e) and (iii) in the event that such protective order or other remedy is not obtained, or Purchaser waives compliance with this Section 4.3(e), furnish only that portion of such confidential information which is legally required to be provided. In addition, the foregoing shall not prohibit Seller, its Affiliates or any of their respective Representatives from using the confidential information described in clause (i) for the purpose of complying with the terms of this Agreement or any of the Ancillary Agreements or any Contract that has not been assigned or transferred pursuant to Section 1.11. Furthermore, the provisions of this Section 4.3(e) will not prohibit any retention of copies of records or any disclosure in connection with the preparation and filing of financial statements or Tax Returns of Seller or its Affiliates or any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby; provided, that any such retained confidential information shall remain subject to the confidentiality obligations herein. Notwithstanding the foregoing, any restrictions on the use and disclosure set forth in the Confidentiality Agreement or otherwise in this Agreement shall not apply to the extent reasonably necessary for Purchaser or Seller to, in connection with any claims from one Party, enforce their respective rights or remedies relating to this Agreement. (f) Purchaser hereby agrees that for a period commencing on the date of this Agreement and ending on the earlier to occur of (i): the Business Day following the consummation of the Sigma Transaction, (ii) a termination of this Agreement pursuant to Section 8.1(e), (iii) the ninetieth (90th) day following a termination of this Agreement pursuant to Section 8.1(a), Section 8.1(b), Section 8.1(c) or Section 8.1(d), if such termination occurs on or before June 30, 2025, (iv) September 29, 2025, if this Agreement is terminated pursuant to Section 8.1(a), Section 8.1(b), Section 8.1(c) or Section 8.1(d) and such termination occurs following June 30, 2025 and on or before September 29, 2025, (v) the date of the termination of this Agreement pursuant to Section 8.1(a), Section 8.1(b), Section 8.1(c) or Section 8.1(d), if such termination occurs following September 29, 2025, and (vi) the lapsing of the Offer, unless specifically invited in writing by the board of directors of Seller or a duly constituted committee thereof (and only to the extent set forth in such invitation); provided, however, that the foregoing (iii), (iv) and (v) shall not apply in the event that at the time of such termination Seller is entitled to terminate pursuant to Section 8.1(f), neither Purchaser nor its Affiliates or other representatives (acting on behalf of or at the direction of Purchaser or its Affiliates) will in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to make, effect, or participate in, facilitate or knowingly cause or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to make, effect or participate in: (ii) (A) any acquisition of, or offer to acquire, any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of Sigma or, except pursuant to this Agreement, assets of Sigma constituting a material portion of the consolidated assets of Sigma; (iii) (B) any announcement of an offer to acquire Sigma or (unless required to do so by the UK Takeover Panel pursuant to Rule 2.2 of the City Code or by law) announce that Purchaser, any of its group undertakings or any other person, is interested in acquiring Sigma;

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Seller will (i) give, and will cause the Seller Parties will provide Buyer Company and each Subsidiary to give, Buyer, its Representatives with reasonable accesscounsel, including financial advisors, auditors and other authorized representatives full access upon reasonable notice at reasonable times during normal business hoursto the offices, to all of the Books properties, books and Records and all of the properties and Employees records of the Company and its the Subsidiaries andand to the books and records of Seller relating to the Company and the Subsidiaries, during such period(ii) furnish, the Seller Parties shall and shall will cause the Company and each Subsidiary to furnish, to Buyer, its Subsidiaries to furnish to Buyer such information concerning the business, propertiescounsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of such Seller or the Company or any Subsidiary to cooperate with Buyer in its investigation of the Company and its Subsidiaries as or any Subsidiary. No investigation by Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired information received by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such Buyer shall operate as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person otherwise affect any representation, warranty or Persons as agreement given or made by Seller shall designatehereunder. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after After the Closing, Seller and their Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning Buyer, the Company, the Subsidiaries and the transactions contemplated by this Agreement and the other Transaction Documents, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or their Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company and its the Subsidiaries), on one hand, and the . The obligation of Seller Parties and their Affiliates (including, prior to hold any such information in confidence shall be satisfied if they exercise the Closing, same care with respect to such information as they would take to preserve the Company and its Subsidiaries), on the other hand, shall and shall cause confidentiality of their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary own similar information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior to From the date of this Agreement until the Closing Date, the Seller Parties Sellers will, and will provide cause each Acquired Entity to, (i) give the Buyer Entities and its their Representatives with reasonable (which, for purposes of this Section 5.02 (a) shall be deemed to include proposed lenders to the Buyer Entities) full access, including access upon reasonable notice at reasonable times during normal business hoursto the extent reasonably requested thereby, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries andeach Acquired Entity's offices, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information employees, and those of its Affiliates to the extent related to the Acquired Entities, and to use their reasonable efforts to provide the Buyer Entities and their Representatives promptly after the date hereof access to each Acquired Entity's lenders, customers and service providers, each during normal business hours and upon reasonable prior notice; provided that (i) are subject to an attorney-client any such access by any Buyer Entity or other legal privilege that might be impaired its Representatives shall not unreasonably interfere with the conduct of business by such disclosure Acquired Entity or Affiliate thereof, and provided, further, that the Buyer Entities agree that all discussions between the Buyer Entities and any Acquired Entity's lenders, customers and service providers (to the extent such discussions relate to the Acquired Entities) shall be limited to matters reasonably related to continuing due diligence with respect to the Contemplated Transactions and matters reasonably related to the satisfaction of any conditions to the Closing, (ii) are subject permit the Buyer Entities and their Representatives to an obligation conduct non-invasive environmental and other inspections and investigations with respect to the Real Property and the Operating Facilities during normal business hours and upon reasonable prior notice, (iii) furnish to the Buyer Entities and their Representatives such financial and operating data and other information regarding such Acquired Entity and such Affiliates (to the extent related to the Acquired Entities) as such Buyer Entity or Representative may reasonably request and (iv) instruct its employees and Representatives to cooperate with the Buyer Entities in connection with such activities. The parties agree that the Sellers or their Representatives will initiate the initial contact with lenders, customers and service providers of confidentiality; provided, that (x) in the case of Acquired Entities pursuant to clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into above and that a joint defense agreement or other arrangement to avoid loss Representative of the attorney-client privilege) with respect Sellers shall have the opportunity to participate in such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationinitial discussions. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the ClosingThereafter, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Buyer

Access to Information; Confidentiality. (a) Prior From the date hereof to the Closing DateEffective Time, the Seller Parties will provide Buyer and its Representatives with reasonable accessCompany shall, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause its subsidiaries, officers, directors, employees, auditors and other agents to, afford the Company officers, employees, auditors and other agents of the Parent, complete access at all reasonable times to its Subsidiaries to furnish to Buyer such information concerning the businessofficers, employees, agents, properties, financial conditionassets, operations offices, plants and senior personnel of other facilities and to all books and records, and shall furnish the Company Parent and such other persons with all financial, operating and other data and information as the Parent, through its Subsidiaries as Buyer officers, employees or agents, may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From Each of the Parent and after the date hereofPurchaser will hold and will cause its officers, Buyer employees, auditors and its Affiliates other agents to hold in confidence, unless compelled to disclose by judicial or EXHIBIT 99(a) - - - - - (including33 of 56) administrative process or by other requirements of law or regulation, from all documents and after the Closing, information concerning the Company and its Subsidiariessubsidiaries furnished to the Parent or the Purchaser in connection with the transactions contemplated in this Agreement (except to the extent that such information can be shown to have been (i) previously known by the Parent or the Purchaser from sources other than the Company, or its directors, officers, auditors or other agents, (ii) in the public domain through no fault of the Parent or the Purchaser or (iii) lawfully acquired by the Parent or the Purchaser on a non-confidential basis from sources who are not known by the Parent or the Purchaser to be bound by a confidentiality agreement or otherwise prohibited from transmitting the information to the Parent or the Purchaser by a contractual, legal or fiduciary obligation), and will not release or disclose such information to any other person, unless compelled to disclose by judicial or administrative process or by other requirements of law or regulation, except its auditors and other advisors in connection with this Agreement who need to know such information. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained for a period of three years from the date hereof and, if requested by or on one handbehalf of the Company, the Parent and the Purchaser will, and will use reasonable efforts to cause their auditors and other agents to, return to the Company or destroy all copies of written information furnished by the Company to the Parent and the Purchaser or their agents, representatives or advisors. It is understood that the Parent and the Purchaser shall be deemed to have satisfied their obligation to hold such information confidential in accordance herewith if they exercise the same care as they take to preserve confidentiality for their own similar information provided that such represents a reasonable degree of care. The provisions of this Section 4.3(b) replace and supersede the obligations of the Parent set forth in paragraphs 1-4 of the Nondisclosure Agreement, dated February 10, 1995 (the "Nondisclosure Agreement"), between and among MCI Telecommunications Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent, and the Seller Parties Company and their Affiliates in any other confidentiality agreement previously entered into between the Parent and the Company. For greater certainty, the other provisions of the Nondisclosure Agreement remain in full and effect, unamended. (including, prior c) No investigation pursuant to this Section 4.3 shall affect any representations or warranties of the parties herein or the conditions to the Closing, obligations of the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -parties hereto.

Access to Information; Confidentiality. (a) Prior From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, subject to the Closing Dateconfidentiality obligations of Purchaser set forth in Section 5.01 and the limitations set forth in Section 4.02(d), Seller will (i) give Purchaser, the Seller Parties will provide Buyer Purchasing Affiliates and its their respective Representatives with reasonable access, including access during normal business hours and upon reasonable notice at reasonable times during normal business hoursto the offices, properties, books and records of Seller and the Selling Affiliates to all the extent relating to the Purchased Assets, including the corporate books and records and Tax Returns and Tax Claims of the Books and Records and all of the properties and Employees of the Company and its Acquired Subsidiaries and, during to the extent reasonably required to evaluate required consents and to determine other actions to be taken pursuant thereto in order to effect the transactions contemplated by this Agreement, material Assigned Contracts, material Permits, Transferred Real Property Leases and similar documentation, provided, in each case, that such periodaccess does not interfere in any material respect with Seller’s or any Selling Affiliate’s normal business operations, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject furnish to an obligation Purchaser, the Purchasing Affiliates and their respective Representatives such financial and operating data and other information in Seller’s possession relating to the Purchased Assets as Purchaser may reasonably request and (iii) instruct the Representatives of confidentialitySeller and the Selling Affiliates to cooperate with Purchaser in its reasonable investigations of the Business; provided, however, that neither Purchaser nor any of its Representatives will have the right to perform any investigative procedures that involve physical disturbance or damage to the Real Property (xincluding any environmental sampling or testing at the Real Property) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss any of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyerother Purchased Assets without Seller’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateprior written consent. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after After the Closing, Seller will, and will cause the Company Selling Affiliates to, hold, and Seller will use its Subsidiariesreasonable best efforts to cause Seller’s and the Selling Affiliates’ respective Representatives to hold, in confidence, all information (written or otherwise), on one handin any form or medium, that is confidential, proprietary or otherwise not generally available to the public and exclusively relates to the Seller Parties and their Affiliates Business (includingthe “Confidential Information”), except to the extent that such information can be shown to have been (i) in the public domain prior to the Closing, (ii) in the Company public domain at or after the Closing through no fault of Seller, any Selling Affiliate or any of their respective Representatives or (iii) later lawfully acquired by Seller, any Selling Affiliate or any of their respective Representatives from sources other than those related to their prior ownership of the Business; provided, however, that Seller and the Selling Affiliates may disclose Confidential Information to their respective Representatives in connection with the transactions contemplated by this Agreement and the Transaction Agreements so long as such Representatives are informed by Seller or a Selling Affiliate of the nature of the Confidential Information and are directed by Seller or a Selling Affiliate to hold the Confidential Information in confidence, and Seller shall be responsible for any breach of the confidentiality provisions of this Section 4.02(b) by such Representatives (excluding such Representatives who, after the date of this Agreement, become Representatives of Purchaser or any Purchasing Affiliate); provided further, however, that nothing herein will prevent Seller, any Selling Affiliate or any of their respective Representatives from using Confidential Information in any manner otherwise contemplated by this Agreement or any Transaction Agreement. The obligation of Seller and the Selling Affiliates to hold the Confidential Information in confidence after the Closing shall be satisfied if Seller and the Selling Affiliates exercise the same care with respect to the Confidential Information as they would take to preserve the confidentiality of their own similar information in the ordinary course of business consistent with past practice. Nothing in this Agreement shall restrict the ability of Seller or a Selling Affiliate to keep copies of any Confidential Information after the Closing, including copies of any and all books and records relating to the Business. If, after the Closing, Seller, a Selling Affiliate or any of their respective Representatives are legally required to disclose any Confidential Information, Seller shall (A) promptly notify Purchaser to permit Purchaser, at Purchaser’s sole cost and expense, to seek a protective order or take other appropriate action and (B) cooperate as reasonably requested by Purchaser in Purchaser’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information, but only at Purchaser’s sole cost and expense. If, after the Closing, and in the absence of a protective order, Seller, a Selling Affiliate or any of their respective Representatives is compelled as a matter of Law to disclose Confidential Information to a third party, Seller, such Selling Affiliate(s) and such Representative(s), as applicable, may disclose to the third party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed; provided, however, that, prior to any such disclosure, Seller will, and will cause any such Selling Affiliate(s) and any such Representative(s) to, as applicable, use good faith efforts to advise and consult with Purchaser and its Subsidiariescounsel as to such disclosure and the nature and wording of such disclosure. (c) Other than with respect to Tax matters, which are governed solely by Article 7, after the Closing, Seller will afford reasonably promptly to Purchaser, the Purchasing Affiliates and their respective Representatives reasonable access (with an opportunity to make copies) (subject to Purchaser’s obligation to maintain the confidentiality of any such Confidential Information), during normal business hours and upon reasonable notice, to Seller’s and the Selling Affiliates’ properties, books, records (whether in hard copy or computer format), workpapers, Contracts and personnel solely to the extent relating to the Purchased Assets as Purchaser shall reasonably request for any reasonable business purpose relating to the Business (excluding in respect of any dispute between Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, shall and shall cause arising out of the transactions contemplated by this Agreement or any of the Transaction Agreements); provided, however, that any such access by Purchaser, any Purchasing Affiliate or any of their respective Representatives shall not unreasonably interfere with the conduct of the businesses of Seller or any of Seller’s Affiliates. Purchaser shall promptly reimburse Seller for any and all out-of-pocket costs and expenses (including attorneys’ fees but excluding reimbursement for general overhead, salaries and employee benefits) incurred by Seller, any Affiliate of Seller or any of their respective Representatives in connection with the foregoing. Notwithstanding the foregoing, access to Seller’s and its Affiliates’ personnel with respect to the matters described in the Transition Services Agreement shall be governed by the terms set forth therein. (d) Nothing in this Agreement will impose obligations on Seller or any Selling Affiliate to give Purchaser, any Purchasing Affiliates or any of their respective Representatives access to Business Employees or information if such access could reasonably be expected to cause Seller or any Affiliate of Seller to be in breach of any duty of confidence or any other duty or obligation under applicable Law (including antitrust and Representatives competition Laws, labor Laws imposing disclosure obligations (with respect to treat confidentially workers’ councils, labor unions or otherwise), and Laws affecting privacy, personal information and the collection, handling, storage, processing, use or disclosure of data). (e) Seller shall provide Purchaser a list setting forth all non- publicBenefit Plans applicable to the Satellite Employees as promptly as reasonably practicable following the date of this Agreement, confidential or proprietary informationand in any event not more than sixty (60) days thereafter. (f) Seller shall provide Purchaser a list setting forth all material Permits as promptly as reasonably practicable following the date of this Agreement, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -in any event not more than sixty (60) days thereafter.

Access to Information; Confidentiality. (a) Prior to Between the Closing Datedate hereof and the Closing, the Seller Parties will provide (i) shall give Buyer and its Representatives with authorized representatives reasonable access, including access during regular business hours and upon reasonable notice at reasonable times during normal business hoursadvance notice, to all such employees, plants, offices, warehouses, and other facilities, and such books and records of the Books Midstream Companies and Records the Trading Company, as are reasonably necessary to allow Buyer and all its authorized representatives to make such inspections as they may reasonably require to verify the accuracy of any representation or warranty contained in Article IV and (ii) shall cause Seller's officers and those of the properties Midstream Companies and Employees of the Trading Company to furnish Buyer and its Subsidiaries and, during authorized representatives with such period, financial and operating data and other information with respect to the Seller Parties shall and shall cause Midstream Companies or the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries Trading Assets as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, however, (A) that Seller shall have the right to have a representative present at all times of any such inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of Seller or the Midstream Companies or the Trading Company, (xB) that Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the case Confidentiality Agreement and (C) that Buyer shall have no right of clause access to, and Seller shall have no obligation to provide to Buyer, (i1) bids received from others in connection with the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect transactions contemplated by this Agreement and information relating to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and bids or (y2) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the disclosure of which would jeopardize any privilege available to a Midstream Company or Seller Parties shall use commercially reasonable efforts relating to obtain such information or would cause Seller to breach a waiver of the applicable confidentiality obligation. All requests for access Buyer shall indemnify, defend and hold harmless Seller from and against any Losses (as defined herein) asserted against or information suffered by Seller relating to, resulting from or arising out of examinations or inspections made by Buyer or its authorized representatives pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate7.1(a). (b) From Buyer agrees that Seller may retain (i) a copy of all materials included in the data room prepared by Seller in connection with the purchase and after sale contemplated hereby, together with a copy of all documents referred to in such materials; (ii) all books and records prepared in connection with the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary informationtransactions contemplated by this Agreement, including all noteswithout limitation, analyses, compilations, studies, bids received from others and information relating to such bids; (iii) copies of any books and other documents records which contain may be relevant in connection with the defense of (A) the matters referred to in Article XII or otherwise reflect such information, provided to it by - 52 -(B) disputes arising hereunder; and

Access to Information; Confidentiality. (a) Prior From the date hereof until the Closing, the Company and Seller shall, subject to applicable Law, (i) give, and will cause the Company’s Subsidiaries to give, Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the Closing Dateoffices, the Seller Parties will provide Buyer properties, books and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees records of the Company and its Subsidiaries andand to the books and records of Seller relating to the Company and its Subsidiaries, during such period(ii) furnish, the Seller Parties shall and shall cause the Company’s Subsidiaries to furnish, to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company and its Subsidiaries as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller and the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel cooperate with Parent in its investigation of the Company and its Subsidiaries as Buyer may from time to time reasonably requestSubsidiaries, other than any such properties, books, contracts, records and information that (iiv) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable best efforts to take such action (such cooperate with Parent in establishing network conversion and switching conversion arrangements and implementing other transitional arrangements and integration plans as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationreasonably requested by Parent. All requests for access or information Any investigation pursuant to this Section 5.2(a4.4(a) shall be directed conducted in such manner as not to such Person interfere unreasonably with the conduct of the business of Seller or Persons as Seller shall designatethe Company and its Subsidiaries. (b) From and after After the date hereofClosing, Buyer Seller and its Affiliates (includingshall hold, from and after the Closingshall use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company and its Subsidiaries), except to the extent that such information can be shown to have been (i) in the public domain through no fault of Seller or its Affiliates or (ii) later lawfully acquired by Seller on one handa non-confidential basis from sources other than those related to Seller’s prior ownership of the Company and its Subsidiaries. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. After the Closing, Seller shall not, shall cause its Affiliates not to, and the Seller Parties shall use its reasonable best efforts to cause its and their Affiliates respective officers, directors, employees, accountants, counsel, consultants, advisors and agents not to, use any confidential information concerning the Company and its Subsidiaries for its or their own benefit, other than as contemplated by this Agreement. (including, c) At or prior to the Closing, Seller shall deliver to the Company and any financial or other records (including accountant’s work papers) in the possession of Seller that relate primarily to the Company or its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior to Between the date of this Agreement and the Closing Date, the Seller Parties will provide shall, during ordinary business hours and upon reasonable notice, cause the Companies to (i) give the Buyer and its the Buyer's Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of their respective books, records, personnel, plants, offices and other facilities and properties to which the Books Buyer is permitted access by Law and Records permit the Buyer to make such reasonable inspections thereof and all of inquiries as the properties Buyer may reasonably request; (ii) cause their respective officers and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries advisors to furnish to the Buyer with such operating data and other information concerning as the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request; and (iii) cause their respective officers and advisors to furnish the Buyer a copy of each material report, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client schedule or other legal privilege that might be impaired document filed or received by such disclosure them with or (ii) are subject to an obligation of confidentialityfrom NYSPSC or FERC; provided, however, that (xA) any such access and inspections shall be conducted in such a manner as not to interfere unreasonably with the case operation of clause the businesses of the Companies or any on-going proceeding before any Governmental Authority, (iB) the Buyer will indemnify and hold harmless the Seller, its Affiliates and their respective Representatives from and against any costs, damages, losses, expenses or other Liabilities incurred by the Seller, its Affiliates or their respective Representatives, including the Companies, resulting from personal injury or property damage caused by the Buyer's Representatives while present at either of the Companies, any Applicable Facility or other premises to which the Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) the Seller Parties will use their commercially reasonable efforts shall not be required to cause the Companies to take such any action (such as entering into which would constitute or result in a joint defense agreement or other arrangement to avoid loss waiver of the attorney-client privilegeprivilege and (D) the Seller shall not be required to cause the Companies to supply the Buyer with any information which the Seller or either Company is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, (1) the Buyer will not have access to personnel and medical records if such access could, in the Seller's good faith judgment, subject the Seller or either Company to risk of Liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (2) any investigation of environmental matters by or on behalf of the Buyer will be limited to visual inspections and site visits; provided, that the Buyer's indemnification obligations under Section 9.2(b) and the Seller's indemnification obligations under Section 9.2(a) shall not be affected by the results of any such visual inspections and site visits, and the Buyer will not have the right to perform or conduct any sampling or testing at, in, on, or underneath any of the facilities or properties of the Companies prior to the Closing. (b) All information furnished to or obtained by the Buyer and the Buyer's Representatives pursuant to this Section 7.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Evaluation Material" (as defined in the Confidentiality Agreement) until the Closing. (c) For a period of seven (7) years after the Closing Date, the Seller and the Seller's Representatives shall have reasonable access to all of the books and records of the Companies containing information relating to the period prior to the Closing to the extent that such access may reasonably be required by the Seller in connection with matters relating to or affected by the operation of the Companies prior to the Closing Date. Such access shall be afforded by the Buyer upon receipt of reasonable advance notice and during normal business hours. If the Buyer shall desire to dispose of any such books and records prior to the expiration of such seven (7)-year period, the Buyer shall, prior to such disposition, give the Seller a reasonable opportunity, at the Seller's expense, to segregate and remove such books and records as the Seller may select. (d) For a period of two (2) years from and after the Closing Date (and with respect to the matters set forth in Section 6.3(c) of the Buyer Disclosure Schedules from and after the date of this Agreement), except as required by any applicable Law, Governmental Authority, or applicable stock exchange rule, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, disclose to any Person or use any information provided to the Buyer or any of its Affiliates pursuant to the Confidentiality Agreement not then in the public domain or generally known in the industry, in any form, acquired prior to the Closing Date (or after the Closing in connection with the Transition Services Agreement or the other post-Closing actions contemplated hereby or thereby) and relating to the Business, the Applicable Facilities or the Companies (collectively, "Buyer Protected Information"). Notwithstanding the foregoing, if after the Closing it becomes necessary for the Seller or any of its Affiliates (other than the Companies) to use Buyer Protected Information that is imbedded with other information of the Seller or any of its Affiliates in the ordinary course of its business and operations and such booksBuyer Protected Information cannot be reasonably separated or segregated from such other information, recordsthen such Buyer Protected Information may be used by the Seller or its Affiliate in the ordinary course of its business and operations. (e) For a period of two (2) years from and after the Closing Date, contractsexcept as required by any applicable Law, properties Governmental Authority, or applicable stock exchange rule, the Buyer shall not, and shall cause its Affiliates (including the Companies) not to, directly or indirectly, disclose to any Person or use any information as provided to the Buyer or any of its Affiliates pursuant to the Confidentiality Agreement not then in the public domain or generally known in the industry, in any form, acquired prior to the Closing Date (or after the Closing Date in connection with the Transition Services Agreement or the other post-Closing actions contemplated hereby or thereby) and relating to the businesses and operations of the Seller and its Affiliates (other than the Companies) (collectively, "Seller Protected Information"). Notwithstanding the foregoing, ifafter the Closing, it becomes necessary for the Buyer or any of its Affiliates to use Seller Protected Information that is necessary to permit disclosure to imbedded with other information of the Buyer or any of its Affiliates in the ordinary course of its business and operations and such Seller Protected Information cannot be reasonably separated or segregated from such other information, then such Seller Protected Information may be used by the Buyer or its Affiliate in the ordinary course of its business and operations. (f) Upon the Buyer’s Representatives and (y) in the case of clause (ii) request, the Seller Parties shall, and shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall cause its Affiliates to, use commercially reasonable efforts to obtain a waiver enforce, on behalf of and for the benefit of the applicable obligation. All requests for access Companies, the terms of any confidentiality agreement with any Person (other than Buyer or information pursuant any of its Affiliates) relating to this Section 5.2(a) shall be directed the transactions described in such confidentiality agreement comparable to such Person or Persons as Seller shall designatethe transactions contemplated by the Confidentiality Agreement. (bg) From The parties to this Agreement acknowledge that TransCanada Corporation, an Affiliate of the Buyer, executed the Confidentiality Agreement. The Confidentiality Agreement shall continue in full force and after the date hereof, Buyer and its Affiliates (including, from and after effect until the Closing, at which time the Company Confidentiality Agreement shall automatically terminate and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential be of no further force or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -effect.

Access to Information; Confidentiality. (a) Prior to 1. From the date hereof until the Closing Date, the Seller Parties will provide Buyer a. give, and will cause its Representatives with Affiliates and each Strategix Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access, including access upon reasonable notice at reasonable times and during normal business hours, to all the offices, properties, books and records of the Books Strategix Companies and Records the Subsidiaries and all to the books and records of Seller relating to the Strategix Companies, the Subsidiaries, and the Strategix Assets and the Strategix Liabilities, b. furnish, and will cause each Strategix Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any Strategix Company, any Subsidiary, any Strategix Asset or any Strategix Liabilities as such Persons may reasonably request and c. instruct the employees, counsel and financial advisors of Seller, each Strategix Company and each Subsidiary to cooperate with Buyer in its investigation of the properties and Employees of the Company and its Subsidiaries and, during such periodStrategix Companies, the Seller Parties Subsidiaries, the Strategix Assets and the Strategix Liabilities. Buyer shall not, and shall cause its counsel, financial advisors, auditors and other authorized representatives not to, interfere in any material respect with the Company conduct of the business of the Strategix Companies and the Subsidiaries and shall coordinate its review of the Strategix Companies, the Subsidiaries, the Strategix Assets and the Strategix Liabilities through ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Except as provided in the next sentence, no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Each of Buyer and Seller will cooperate in good faith to advise the other party promptly if it learns of any material breach of any representation or warranty of either party set forth in this Agreement; it being understood that if any of ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. or ▇▇▇▇▇ ▇▇▇▇▇, with respect to Buyer, and any of ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, with respect to Seller, have actual knowledge of breach of any representation or warranty by the other party and Buyer or Seller, as the case may be, deliberately fails to notify the other party of that breach, then that party will not be entitled to indemnification for such breach of representation or warranty pursuant to Article 11 hereof. 2. After the Closing, Seller and its Subsidiaries Affiliates will hold, and will use their reasonable best efforts to furnish cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to Buyer such hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the businessStrategix Companies, propertiesthe Subsidiaries and the Strategix Assets, financial condition, operations and senior personnel except to the extent that such information can be shown to have been a. in the public domain through no fault of Seller or its Affiliates or b. later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company Strategix Companies, the Subsidiaries and its Subsidiaries as Buyer may from time to time reasonably requestthe Strategix Assets. 3. On and after the Closing Date, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure afford promptly to Buyer and Buyer’s Representatives its agents reasonable access, during normal business hours and (y) in the case upon reasonable notice, to its books of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) account, financial and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates other records (including, from without limitation, accountant's work papers), information, employees and after auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Strategix Companies, the Company and Subsidiaries or the Strategix Assets; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Affiliates.

Access to Information; Confidentiality. (a) Prior to From the Closing Datedate hereof until the consummation of the Offer, the Seller Parties will provide Buyer and its Representatives with reasonable accessLiquidating Trustee shall, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries the officers, directors, employees, auditors and agents of the Company to, afford the officers, employees and agents of Purchaser complete access at all reasonable times to furnish to Buyer such information concerning the businessofficers, employees, agents, properties, financial conditionoffices, operations plants and senior personnel other facilities, books and records of the Company Trust and its Subsidiaries as Buyer may from time to time reasonably requestthe Company, and shall furnish Purchaser with such financial, operating and other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties data and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access Purchaser, through its officers, employees or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateagents, may reasonably request. (b) From Purchaser shall, and after shall cause its affiliates and directors, officers, employees and agents to, keep confidential, not disclose in any manner and use only in connection with the date hereof, Buyer Transactions all data and its Affiliates (including, information obtained by them from the Liquidating Trustee and after the Closing, the Company and its Subsidiariestheir respective directors, officers, employees, auditors and agents (other than data or information that is or becomes ascertainable from public or published information or trade sources, except as a result of disclosure by Purchaser in violation of this Section 5.04(b)) ("Confidential Information") and shall insure that such directors, on one handofficers, employees and agents do not disclose Confidential Information to third parties without the prior written consent of the Liquidating Trustee or the Company, respectively, unless disclosure of Confidential Information is required by law. (c) In the event of the termination of this Agreement in accordance with Section 6.01, Purchaser shall, and shall use its reasonable best efforts to cause its affiliates and officers, directors, employees and agents to, (i) return promptly every document furnished to them by the Seller Parties Liquidating Trustee or the Company, or any officer, director, employee, auditor or agent of the Liquidating Trustee or the Company, in connection with the Transactions and containing Confidential Information and all copies thereof in their Affiliates possession, and cause any other parties to whom such documents may have been furnished promptly to return such documents and all copies thereof, other than such documents as may have been filed with the SEC or otherwise be publicly available, and (includingii) destroy promptly all documents created by them from any Confidential Information and all copies thereof in their possession, prior and cause any other parties to whom such documents may have been furnished to destroy promptly such documents and any copies thereof . (d) No investigation pursuant to this Section 5.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Closing, obligations of the Company and its Subsidiaries), on parties hereto or any condition to the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Offer.

Access to Information; Confidentiality. (a) Prior Subject to Section 6.4, during the period prior to the Closing DateClosing, Seller and the Seller Parties will Company shall (i) provide to Buyer and its Diligence Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all and in a manner that will not unreasonably disrupt the operation of the Books Business, to Seller’s and Records the Company’s properties, books, contracts, commitments, personnel and all of records directly and exclusively related to the properties and Employees of the Company and its Subsidiaries and, during such periodCompany, the Seller Parties shall Assets and shall cause the Company operation of Business and its Subsidiaries (ii) furnish promptly to furnish to Buyer Buyer, at Buyer’s expense, a copy of such information concerning the business, properties, assets, liabilities, financial condition, operations, results of operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, however, that access to and copies of such information may be limited, if necessary, by applicable Laws. Buyer shall hold, and shall cause its employees, representatives, agents and Affiliates to hold, any nonpublic information obtained from Seller or the Company in confidence to the extent required by, and in accordance with the provisions of, the Confidentiality Agreement. Seller shall hold, and shall cause its respective employees, representatives, agents and Affiliates to hold, any nonpublic information obtained from Buyer in confidence to the extent required by, and in accordance with the provisions of, the Confidentiality Agreement. (xb) in Seller agrees that, for a period of two years following the case of clause (i) the Closing Date, Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such bookshold, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall will use commercially reasonable efforts to obtain cause their respective employees, accountants, counsel, consultants, advisors, agents and Affiliates to hold, in confidence, unless compelled to disclose by judicial, administrative or other legal process, by other requirements of Law, by rules of an applicable stock exchange or as disclosed in a waiver legal proceeding brought by a party hereto to enforce its rights or in the exercise of the applicable obligation. All requests for access its remedies hereunder, all proprietary and confidential documents and information of or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closingconcerning Buyer, the Company and its Subsidiaries)or the Business or Assets, on one hand, and the Seller Parties and their Affiliates (including, prior except to the Closing, extent that such information is or becomes generally available to the Company and public other than as a direct result of the disclosure of any such information by Seller or its Subsidiaries), on Affiliates after the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Closing Date.

Access to Information; Confidentiality. (a) Prior to the Closing Date, Seller shall cause the Seller Parties will provide Companies and Seller's Affiliates to afford to Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees management of the Company and its Subsidiaries Companies and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries Companies to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries Companies that is in the possession or control of Seller or Seller's Affiliates, as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially its reasonable best efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s 's Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially its reasonable best efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) 5.2 shall be directed to such Person or Persons as Seller shall designate. (b) From and after . Without limiting the date hereofterms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior Representatives with respect to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives all information of any type furnished or made available to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided them pursuant to it by - 52 -this Section 5.2.

Access to Information; Confidentiality. (a) Prior Sellers shall, and shall cause each of the CeCorr Companies to the Closing Date, the Seller Parties will provide Buyer allow Purchaser and its Representatives with reasonable accessrepresentatives, including access at Purchaser's expense and upon reasonable notice at reasonable times and during normal regular business hours, to all make such investigation of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, books and records of the CeCorr Companies, and to conduct such examination of their financial and legal condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time Purchaser deems necessary or advisable to time reasonably requestfamiliarize itself with such business, other than any such properties, books, records, financial and legal condition and other matters. Without limiting the generality of the foregoing, Sellers shall, and shall cause each of the CeCorr Companies to allow Purchaser and its representatives full access to all premises of the CeCorr Companies and to produce or cause to be produced for inspection by Purchaser, its employees and representatives, all title documents, title deeds, minute books, share registers, agreements, contracts, leases, licenses, insurance policies, pension and benefit plans, documents relating to pending lawsuits and all other books, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) which in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss opinion of the attorney-client privilege) with respect Purchaser is required to such books, records, contracts, make an examination of the CeCorr Companies and their business and properties and information as is necessary to permit disclosure to Buyer verify the accuracy of Sellers' joint and Buyer’s Representatives individual representations and (y) warranties contained herein. Purchaser and its authorized representatives will conduct all such investigations in the case of clause (ii) the Seller Parties shall notify Buyer promptly if a manner which will minimize any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver disruptions of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designatebusiness and operations of the CeCorr Companies. (b) From Until the Closing Date, Purchaser will hold any information regarding the CeCorr Companies accessed or otherwise made available to Purchaser by Sellers or any of the CeCorr Companies, including the results of any environmental testing performed by Purchaser or its representatives pursuant to Section 7.8, in accordance with the provisions of the Non- Disclosure Agreement between Purchaser and after CeCorr dated as of February 17, 1998 (the date hereof"Non-Disclosure Agreement"), Buyer a copy of which is attached hereto as Exhibit 7.2. Upon any termination of this Agreement, Purchaser and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior representatives shall return all such information to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -CeCorr.

Access to Information; Confidentiality. (a) Prior to Until the Closing DateClosing, the Seller Parties Sellers will provide furnish, and will cause the Company to furnish, Buyer and its Representatives employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives (the "Buyer Representatives") with reasonable accessall financial, including access upon reasonable notice at reasonable times during normal business hoursoperating and other data and information concerning the assets, to all of the Books commitments and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may shall from time to time reasonably requestrequest and will afford Buyer Representatives reasonable access to the offices, other than any such properties, books, contractsrecords, records contracts and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss documents of the attorney-client privilege) Company and the Company Subsidiaries and will be given the opportunity to ask questions of, and receive answers from, representatives of the Company and the Company Subsidiaries. As part of its investigation, Buyer shall have the right to conduct environmental assessments of the Company's and the Company Subsidiaries' properties, including soil and groundwater sampling, as it deems appropriate. No investigations by Buyer or the other Buyer Representatives shall reduce or otherwise affect the obligation or liability of the Sellers with respect to such booksany representations, recordswarranties, contractscovenants or agreements made herein or in any exhibit, properties schedule or other certificate, instrument, agreement or document, including the Schedules referred to in Article 2 hereof, executed and information delivered in connection with this Agreement, except as is necessary to permit disclosure to specifically provided in Section 7.3(a)(iii) hereof. The Company, the Company Subsidiaries and the Sellers will cooperate with Buyer and Buyer’s the Buyer Representatives and (y) in the case preparation of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access documents or information pursuant to this Section 5.2(a) shall other materials that may be directed to such Person or Persons as Seller shall designaterequired by any Governmental Entity. (b) From and after Until the date hereofClosing, Buyer and its Affiliates (including, from and after the Closing, the Company Buyer Subsidiaries will furnish each Seller and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives (the "Seller Representatives") with all financial, operating and other data and information concerning the assets, commitments and properties of Buyer and the Buyer Subsidiaries as Sellers shall from time to time reasonably request and will afford the Seller Representatives reasonable access to the offices, properties, books, records, contracts and documents of Buyer and the Buyer Subsidiaries and will be given the opportunity to ask questions of, and receive answers from, representatives of Buyer and the Buyer Subsidiaries); provided, on one handhowever, that Buyer and the Buyer Subsidiaries shall not be required to violate any of their obligations under any confidentiality agreement with a Person other than a party to this Agreement or an Affiliate thereof. No investigations by Sellers or the other Sellers Representatives shall reduce or otherwise affect the obligation or liability of Buyer and the Buyer Subsidiaries with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Schedules referred to in Article 3 hereof, executed and delivered in connection with this Agreement, except as specifically provided in Section 7.3(a)(iv) hereof. Buyer and the Buyer Subsidiaries will cooperate with Sellers and the Seller Parties and their Affiliates Representatives in the preparation of any documents or other materials that may be required by any Governmental Entity. (including, prior c) The parties to the ClosingMutual Confidentiality and Nondisclosure Agreement, dated as of June 24, 2003 (the "Nondisclosure Agreement"), among the Company, First Reserve Corporation and the Basic Energy Services, Inc. agree to the continued terms thereof. (d) Each Seller (other than the First Reserve Fund, which is bound by the Nondisclosure Agreement) agrees to hold in confidence all, and not to disclose to others for any reason whatsoever any, non-public information received by it or its representatives from the other party hereto in connection with the transactions contemplated by this Agreement except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of such party as necessary in connection with the transactions contemplated hereby or as necessary to the operation of such party's business; and (iii) for information that becomes publicly available other than through such party. If the transactions contemplated by this Agreement are not consummated, each party hereto (a) will return to the other party hereto all non-public documents and other material obtained from such other party, and all copies, summaries and extracts thereof, or certify to such other party that such information has been destroyed and (b) agrees not to use for its own benefit or for the benefit of any other Person any non-public information received by it or its representatives or Affiliates from the other party in connection with the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, each party hereto may disclose to any and all persons, without limitation of any kind, the Company tax treatment and its Subsidiaries)tax structure of the transactions contemplated hereby, on the and all materials of any kind (including opinions, if any or other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, tax analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, if any) that are provided to it relating to such tax treatment and tax structure; provided, however, that this sentence shall not permit any disclosure that otherwise is prohibited by - 52 -this Agreement (i) until the earlier of (x) the date of the public announcement of discussions relating to the Transaction, (y) the date of the public announcement of the Transaction, and (z) the date of the execution of an agreement (with or without conditions) to enter into the Transaction; or (ii) if such disclosure would result in a violation of federal or state securities laws; or (iii) to the extent not related to the tax structure or tax aspects of the transaction. Moreover, nothing in this Agreement shall be construed to limit in any way any party's ability to consult any tax advisor regarding the tax treatment or tax structure of the transactions contemplated hereby. For the purposes of the foregoing sentence, (i) the "tax treatment" of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the "tax structure" of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction. Thus, for the avoidance of doubt, the parties acknowledge and agree that the tax treatment and tax structure of any transaction does not include the name of any party to a transaction or any sensitive business information unless such information is related or relevant to the purported or claimed federal income tax treatment of the transaction.

Access to Information; Confidentiality. (a) Prior Cabot shall, and -------------------------------------- shall cause each of the Cabot Subsidiaries to, afford to CalWest and the Closing DateRooster Subsidiaries and their officers, the Seller Parties will provide Buyer employees, accountants, counsel, financial advisors and its Representatives with other representatives, reasonable access, including access upon reasonable notice at reasonable times during normal business hours, hours and upon reasonable advance notice during the period prior to the Merger Effective Time to all of its properties (but not for the Books purpose of any invasive physical testing), offices, books, contracts, commitments, personnel and Records and all of the properties and Employees of the Company and its Subsidiaries records and, during such period, the Seller Parties shall Cabot shall, and shall cause each of the Company Cabot Subsidiaries to, furnish reasonably promptly to CalWest and its Subsidiaries counsel (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to furnish to Buyer such the requirements of federal or state securities Laws and (b) all other information (financial or otherwise) concerning the its business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information personnel as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) CalWest and the Seller Parties CalWest Subsidiaries may reasonably request. Cabot shall use commercially reasonable efforts also instruct Cabot's employees, counsel and financial advisors to obtain a waiver cooperate reasonably with CalWest in its investigation of the applicable obligationbusiness of Cabot and the Cabot Subsidiaries. All requests for access or Each of CalWest and the CalWest Subsidiaries will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information pursuant in confidence to this Section 5.2(a) shall be directed the extent required by, and in accordance with, and will comply with the provisions of the letter agreement between Cabot and dated as of May 23, 2001, as amended to such Person or Persons date (as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closingso amended, the Company and its Subsidiaries"Confidentiality Agreement"), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -. ---------------------------

Access to Information; Confidentiality. (a) Prior Until the Closing, Seller shall, and shall use its commercially reasonable efforts to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company cause Varian and its Subsidiaries andto, during such period, the Seller Parties shall and shall cause the Company permit Purchaser and its Subsidiaries authorized agents or representatives to furnish have reasonable access to Buyer such information concerning the business, properties, books, records, Contracts and such financial condition, operations (including working papers) and senior personnel operating data of the Company Business and its Subsidiaries the Business Employees as Buyer Purchaser may from time to time reasonably request, other than any such during business hours to review information and documentation and ask questions relative to the properties, books, contracts, commitments and other records of the Business and information that (i) are subject to an attorney-client or conduct any other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentialityreasonable investigations; provided, that (x) in such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the case personnel and operations of clause (i) Varian and its Subsidiaries, shall comply with the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss security and insurance requirements of the attorney-client privilege) with respect to such books, records, contracts, properties Varian and information as is necessary to permit disclosure to Buyer its Subsidiaries and Buyershall be at Purchaser’s Representatives sole risk and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationexpense. All requests for access or information pursuant to this Section 5.2(a) the offices, properties, books and records of Varian and its Subsidiaries shall be directed made to such Person or Persons representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor any of its Affiliates, agents or representatives shall contact Varian, any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or Subsidiaries or Affiliates of Varian or Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller. Notwithstanding the foregoing, neither Seller nor Varian nor any of the Subsidiaries of Varian shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller, Varian or such Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. (b) From The Parties expressly acknowledge and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, agree that this Agreement and the Seller Parties other Transaction Documents and their Affiliates (includingrespective terms and all information, prior whether written or oral, furnished by either Party to the Closingother Party or any Affiliate of such other Party, or by Varian or any of its Subsidiaries to Purchaser, in connection with the Company and its Subsidiaries), on negotiation of this Agreement or the other handTransaction Documents or pursuant to Section 6.5 (“Confidential Information”) shall be treated as “confidential information” under that certain Confidential Disclosure Agreement dated January 6, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -2010 between the Parties.

Access to Information; Confidentiality. (a) Prior Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Purchaser or the Company is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, from the date of this Agreement to the Closing Date, the Seller Parties will Purchaser and the Company shall (i) provide Buyer to the other (and its Representatives with reasonable accessofficers, including directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, "REPRESENTATIVES")) access upon reasonable notice at reasonable times during normal business hoursupon prior notice to its officers, employees, agents, properties, offices and other facilities and to all of the Books books and Records records thereof, and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to (ii) furnish to Buyer promptly such information concerning the its business, properties, financial conditioncontracts, operations assets, liabilities and senior personnel of as the Company and other party or its Subsidiaries as Buyer Representatives may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information No investigation conducted pursuant to this Section 5.2(a) 6.03 shall affect or be directed deemed to such Person modify any representation or Persons as Seller shall designatewarranty made in this Agreement. (b) From and after the date hereofThe parties hereto shall comply with, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially comply with, all non- public, confidential of their respective obligations under the Confidentiality Agreement with respect to the information disclosed pursuant to this Section 6.03 or proprietary pursuant to the Confidentiality Agreement. The Shareholders hereby agree to be bound by the terms of the Confidentiality Agreement as if they were parties thereto. (c) The Shareholders shall provide the Purchaser's independent public accountants with all financial information, including all notesother than information held by the Company, analysesand data reasonably necessary to enable such accountants to prepare and review (i) the balance sheet of the Company as of the Closing Date and the related statements of income, compilationsshareholders' equity and cash flows for the period then ended, studiesand (ii) the balance sheets of the Company as of December 31, copies 1999, 1998 and other documents which contain or otherwise reflect 1997 and the related statements of income, shareholders' equity and cash flows for the years then ended. (d) The Shareholders agree that, if requested by the Company as being necessary to prepare the audited financial statements as contemplated by paragraph (c) above, the Shareholders shall provide to the Company's independent public accountants a management representation letter in a form reasonably acceptable to such information, provided accountants covering the periods referred to it by - 52 -above.

Access to Information; Confidentiality. (a) Prior Seller shall afford to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, throughout the period prior to all the earlier of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties Closing and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Termination Date, to the properties, employees, Contracts, commitments, books and records of the Acquired Companies and, to the extent related to the Business, the Seller Parties shall use commercially reasonable efforts to obtain a waiver of Entities. Notwithstanding the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as foregoing, Seller shall designatenot be required to afford such access if it would unreasonably disrupt the operations of Seller and/or its Subsidiaries or the Business, would cause a violation of any agreement to which a Seller Entity or an Acquired Company or Buyer or any of its Subsidiaries is a party, would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or would constitute a violation of any applicable Law nor shall Buyer or any of its Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of any Seller Entity or any Acquired Company. (b) From The parties acknowledge that Seller and after an Affiliate of Buyer have previously executed a Confidentiality Agreement (the date hereof“Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Buyer and Seller will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, any Evaluation Information (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the Confidentiality Agreement (provided that the obligations of Buyer and its Affiliates (including, from and after affiliates thereunder shall terminate at Closing with regard to confidential information of the Closing, the Company and its Subsidiaries), on one hand, Acquired Companies and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its SubsidiariesBusiness), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior to the Closing DateClosing, the Seller Parties will provide (i) give Buyer and its Representatives with reasonable access, including authorized representatives full access upon reasonable notice at reasonable times during normal business hours, to the Purchased Assets and to all of books, records, offices and other facilities and properties relating to the Books Business, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request (including, without limitation, examinations incident to environmental audits), and Records and all of the properties and Employees of the Company and (iii) cause its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries officers or other appropriate officials to furnish Buyer with such financial and operating data and other information with respect to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries Business as Buyer may from time to time reasonably request. In connection with its due diligence relating to the transactions contemplated hereby, other than any such properties, books, contracts, Seller acknowledges that Buyer's independent public accountants will be reviewing and evaluating Seller's Financial Statements and records and information that relating thereto and, accordingly, Seller will provide full cooperation to such accountants in such review and evaluation. Notwithstanding the foregoing, this Section 5.3(a) shall not apply with respect to the matters covered by the Confidentiality Agreement dated as of August 31, 1994 between Seller and Lantor, Inc. (b) Without the prior consent of Buyer, no other party hereto shall issue any news release or other public announcement or disclosure, or any general public announcement to its employees, suppliers or customers, regarding this Agreement or the transactions contemplated hereby, except as may be required by law, but in which case the disclosing party shall provide Buyer with reasonable advance notice of the timing and substance of any such disclosure. After consultation with Seller, Buyer will issue a public press release announcing the planned transaction and containing certain other related information. (c) After the Closing, Seller and each Shareholder will hold, and Seller will use its best efforts to cause its officers, directors, employees, lenders, counsel, accountants, representatives, agents, consultants and advisors to hold, in strict confidence all confidential information of the Business, including without limitation customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects of any Business learned by any employee of Seller heretofore or hereafter, unless the same information: (i) are is currently publicly available or becomes publicly available through no fault of Seller or any Shareholder, or their agents, advisors or other representatives, or another person that Seller or the Shareholders know or have reason to know is subject to an attorney-client or other legal privilege that might be impaired by confidentiality obligations with respect to such disclosure information; or (ii) are subject such information is required by applicable law to an be disclosed, but then only to the extent (A) disclosure is required and after giving Buyer such notice of such obligation of confidentiality; provided, so that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into it may seek a joint defense agreement protective order or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives similar or appropriate relief and (yB) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts Shareholders have undertaken in good faith to obtain a waiver have such confidential information treated confidentially consistent with the terms of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateAgreement. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior to From the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after Agreement Date through the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties will provide Parent, Purchaser and their respective Affiliates and Representatives, upon reasonable advance notice to the Company’s or the Seller Parties’ Representatives, with reasonable access during normal business hours to the Leased Real Property and assets of the Company and its personnel, representatives and Books and Records; provided, that such access will be subject to the terms of any applicable Real Property Lease and will otherwise give due regard to minimizing interference with the operations, activities and employees of the Company. In addition, neither Parent, Purchaser nor any of their respective authorized representatives shall contact or hold discussions with customers, suppliers, agents or employees of the Business without the prior written consent of Seller (includingwhich consent shall not be unreasonably delayed, prior withheld or conditioned). (b) As soon as reasonably practicable after the Agreement Date, the Seller Parties shall give Purchaser access to the Real Property Leases in the possession of the Seller Parties or the Company. As soon as reasonably practicable after the Closing, the Seller Parties shall deliver to Purchaser all original (and any and all copies of) agreements, documents, Books and Records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information are stored, in any such case relating primarily to the Business that are in the possession of the Seller Parties. Following the Closing, the Seller Parties shall not retain in their possession or control, in any form, any agreements, documents, Books and Records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, Books and Records, files and other information, relating primarily to the Business (including any personal or other information stored on any Company media by any employees of the Company); provided, that the foregoing shall not apply to agreements, documents, Books and Records, files and other information that are: (i) contained in any electronic file created pursuant to a Seller Party’s routine back-up or archiving procedure, (ii) required by either Seller Party or any of its SubsidiariesAffiliates in connection with the provision of services to the Company pursuant to the Transition Services Agreements or (iii) required by a Seller Party for compliance with Regulations; and provided further that, if and so long as, any such information is Confidential Information then such Confidential Information shall be kept confidential in accordance with Section 6.2(e). If, on notwithstanding the foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any such items that it is not permitted to retain pursuant to the foregoing or the following sentence, then such Seller Party shall thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. In the event that any Books and Records or other handinformation to be delivered to Purchaser pursuant to this Section 6.2(b) relate not only to the Company but to either Seller Party or other Affiliates of Seller or are necessary for Seller or any of its Affiliates to comply with Regulations or to comply with Contracts, then Seller shall be entitled to retain copies of such Books and Records or other information to the extent necessary for such compliance. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.2 shall cause require the Seller Parties, the Company or any of their respective Affiliates to disclose any information to Purchaser if such disclosure (i) would violate the maintenance of attorney‑client or other legal privileges or doctrines, or (ii) would violate applicable Regulations or limitations imposed by any Governmental Body. (d) Each of Parent and Representatives Purchaser will hold and will cause its representatives and Affiliates to treat confidentially hold in confidence all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies documents and other documents which contain or otherwise reflect such information, provided information furnished to it in connection with the Transaction pursuant to the terms of that certain confidentiality agreement dated July 26, 2018 between Seller and Parent (the “Non-Disclosure Agreement”). All materials reviewed or received in connection with this Section 6.2 shall be deemed to be Evaluation Material (as defined in the Non-Disclosure Agreement) for the purposes of the Non-Disclosure Agreement. Effective as of the Closing, the Non-Disclosure Agreement shall expire and no longer apply to Parent, Purchaser or any of their respective Affiliates. (e) For a period of three years following the Closing Date, each Seller Party shall not, and each Seller Party shall direct its Representatives not to, use for its or their own commercial benefit or divulge or convey to any third party for such third party’s commercial benefit, any Confidential Information; provided, however, that, notwithstanding the foregoing restriction, Seller or its Representatives may furnish such portion (and only such portion) of the Confidential Information as such Seller Party or such Representative reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by - 52 a Governmental Body; (ii) to the extent not inconsistent with such request, it notifies Purchaser of the existence, terms and circumstances surrounding such request and consults with Purchaser on the advisability of taking steps available under applicable Regulations to resist or narrow such request; and (iii) it exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. For purposes of this Agreement, “Confidential Information” consists of non-public information and data relating to the Company or this Transaction other than information that is or becomes available to the public other than as a result of a breach of this Section 6.2(e) by a Seller Party or its Representatives, but in no event shall information exclusively relating to or exclusively used in the operation of the Simply Mac Business be Confidential Information. Notwithstanding anything in this Agreement to the contrary, each Seller Party or its Representatives may (without notice to Parent or Purchaser), furnish Confidential Information to one or more Persons who execute a customary confidentiality agreement in connection with any negotiations or discussions involving any Seller CIC Transaction; provided, that the Seller Parties shall be jointly and severally liable for any breaches of any such confidentiality agreements by the counterparties thereto. Notwithstanding anything in this Section 6.2, this Section 6.2 is subject to Section 11.7.

Access to Information; Confidentiality. From the date hereof to the Effective Time, each of RELIASTAR and the RELIASTAR Subsidiaries will, and their respective directors, officers, employees, agents and representatives will, afford the officers, employees, agents and representatives of SECURITY reasonable access at all reasonable times to the officers, employees, representatives, properties, books and records of RELIASTAR and the RELIASTAR Subsidiaries, and the books and records of any predecessors thereof in the possession of RELIASTAR or any of the RELIASTAR Subsidiaries, and will furnish to SECURITY all financial, operating and other data and information as SECURITY, through its officers, employees or representatives, may reasonably request; provided, that, notwithstanding the foregoing, no person shall have access to information or documents subject to the attorney/client privilege between RELIASTAR and its counsel to the extent that providing such access would, in the opinion of counsel to RELIASTAR, constitute a waiver of such privilege. RELIASTAR agrees to hold in confidence all, and not to disclose to others for any reason whatsoever any, non-public information received by it pursuant to Section 3.5 or otherwise in connection with the transactions contemplated hereby, except (a) Prior to the Closing Dateas required by law, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From for disclosure to directors, officers, employees, agents and after representatives as necessary to the date hereof, Buyer Merger or as necessary to the operation of its and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one handSECURITY's businesses, and (c) for information that becomes publicly available other than through RELIASTAR or any of the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause RELIASTAR Subsidiaries or their respective Affiliates and Representatives directors, officers, employees, agents or representatives. In the event that this Agreement is terminated, upon receipt of a written request from SECURITY, RELIASTAR will return to treat confidentially SECURITY all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies documents and other material (and all copies thereof) obtained from SECURITY or any of the SECURITY Subsidiaries in connection with the transactions contemplated hereby and will destroy all documents which contain and other material prepared by RELIASTAR or otherwise any of the RELIASTAR Subsidiaries, or their respective directors, officers, employees, agents and representatives, that reflect any such information, provided to it non-public information received by - 52 -any of them in connection with the transactions contemplated hereby.

Access to Information; Confidentiality. (a) Prior The Sellers shall and shall cause the Group Companies and their Subsidiaries (to the Closing Dateextent within the custody or control of any of them) to, the Seller Parties will provide give Buyer and its Representatives with reasonable accessaccess to the Representatives, including access upon reasonable notice at reasonable times Books and Records and Contracts of the Group Companies and their Subsidiaries during normal business hours, to all furnish such financial and operating data and other information as Buyer and its Representatives may reasonably request and instruct Sellers’ own Representatives to cooperate in Buyer’s investigation of the Books Group Companies and Records their Subsidiaries and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentialityBusiness; provided, however, that (x) no such access, furnishing of information, cooperation or investigation, nor any knowledge acquired by Buyer or its Representatives as a result thereof, shall affect any representation or warranty made in the case Article III of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateAgreement. (b) From Subject to applicable securities laws and after stock exchange regulations, all information provided or obtained in connection with the date hereoftransactions contemplated by this Agreement will be held by the parties hereto in accordance with the Confidentiality Agreement, dated January 19, 2007, between NPHC and the Group Companies (as amended to date, the “Confidentiality Agreement”), which is attached as Exhibit 5.2(b). In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. (c) Prior to Closing, Sellers will cooperate with Buyer and its Affiliates will cause the Group Companies to provide Buyer access to the information required by Buyer to determine the following with respect to each of the Group Companies and their Subsidiaries as of the most recent practicable date: (including, from and after A) the Closing, the basis of each Group Company and its Subsidiaries), on one hand, and the Seller Parties and each of their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause Subsidiaries in their respective Affiliates assets; (B) the basis of the stockholder(s) of any Subsidiary in its stock (or the amount of any excess loss account); (C) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to any of the Group Companies or their Subsidiaries; and Representatives (D) the amount of any deferred gain or loss allocable to treat confidentially all non- public, confidential any of the Group Companies or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -their Subsidiaries arising out of any intercompany transaction.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Delta will (i) cause ASAH and the Seller Parties will provide Company, respectively, to give Buyer and its Representatives with counsel, financial advisors, auditors and other authorized representatives reasonable accessaccess to the offices, properties (including access upon reasonable notice at reasonable times during normal business hoursaircraft and engines but excluding any sampling of environmental media or building materials), to all of the Books books and Records and all of the properties and Employees records of the Company and its Subsidiaries and, during such period, to the Seller Parties shall books and shall cause records of ASAH relating to the Company (including log books and its Subsidiaries maintenance records), (ii) cause ASAH and the Company to furnish to Buyer such information concerning the business, propertiesand its counsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Sellers or the Company and to cooperate with Buyer in its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss investigation of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationCompany. All requests for access or information Any investigation pursuant to this Section 5.2(a) 5.02 shall be directed conducted during normal business hours and in such manner as not to such Person interfere unreasonably with the conduct of the business of the Sellers or Persons as Seller the Company. Notwithstanding the foregoing, Buyer shall designatenot have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information which in Delta's good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability. (b) From After the Closing, Sellers and their Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by either Seller, (ii) in the public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by any Seller from sources other than those related to its prior ownership of the Company. The obligation of Sellers and their Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Delta will afford, and will cause ASAH to afford, promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closing, the Company and its Subsidiariesincluding accountant's work papers), on one handinformation, employees and the Seller Parties and their Affiliates (including, prior auditors to the Closingextent reasonably necessary for Buyer in connection with any audit, investigation, dispute or litigation (other than any dispute or litigation involving either of the Company and its SubsidiariesSellers) relating to the Business (but excluding any confidential information regarding Delta's contractual arrangements with the Company), on the other hand, ; PROVIDED that any such access by Buyer shall be conducted during normal business hours and shall cause their respective Affiliates not unreasonably interfere with the conduct of the business of the Sellers, Buyer shall bear all of the out-of-pocket costs and Representatives to treat confidentially all non- publicexpenses (including reasonable attorneys' fees, confidential but excluding reimbursement of Delta or proprietary informationASAH for general overhead, including all notes, analyses, compilations, studies, copies salaries and other documents which contain or otherwise reflect such information, provided to it by - 52 -employee benefits) reasonably incurred in connection with the foregoing.

Access to Information; Confidentiality. (a) Prior Except for (x) information that, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, (y) for information relating to communications regarding the divestiture of the Company, any Subsidiary and/or their business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, any Subsidiary and/or their business and the terms of such proposals) or (z) information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Applicable Law or order, from the date hereof until the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable accesswill, including access upon reasonable notice at reasonable times during normal business hoursand upon reasonable notice, (i) give, and will cause the Company and each Subsidiary to all of give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to the Books offices, properties, books and Records and all of the properties and Employees records of the Company and its the Subsidiaries andand to the books and records of Seller relating to the Company and the Subsidiaries, during such period(ii) furnish, the Seller Parties shall and shall will cause the Company and each Subsidiary to furnish, to Buyer, its Subsidiaries to furnish to Buyer such information concerning the business, propertiescounsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller or the Company or any Subsidiary to cooperate with Buyer in its investigation of the Company or any Subsidiary. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or any of its Subsidiaries or any third party that has business dealings with the Company or any of its Subsidiaries (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the prior written consent of Seller or the Company in each instance (which consent shall not be unreasonably withheld or delayed), and with a representative of Seller jointly participating in any such communication. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or any of its Subsidiaries as Buyer may from time to time reasonably request“Confidential Information” under the Mutual Nondisclosure Agreement dated December 5, other than any such properties2012 by and between Global Futures & Forex Ltd. and GAIN Capital Holdings, books, contracts, records and information that Inc. (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii“Confidentiality Agreement”) and Buyer shall continue to honor, and cause its representatives to honor, the Seller Parties shall use commercially reasonable efforts to obtain a waiver of obligations thereunder for such time and under such conditions as are required under the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateConfidentiality Agreement. (b) From After the Closing, Seller and his Affiliates, will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or his Affiliates, or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company and the Subsidiaries. The obligation of Seller and his Affiliates to hold any such information in confidence shall be satisfied if Seller shall exercise the same care with respect to such information as they would take to preserve the confidentiality of his own similar information. (c) On and after the date hereofClosing Date, Seller will afford promptly to Buyer and its Affiliates agents reasonable access, at reasonable times and upon reasonable notice, to its books of account, financial and other records (includingincluding accountant’s work papers), from information, employees and after auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company and its Subsidiaries), on one hand, and or any Subsidiary; provided that any such access by Buyer shall not unreasonably interfere with the Seller Parties and their Affiliates (including, prior to conduct of the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -business of Seller.

Access to Information; Confidentiality. From the date hereof to the Effective Time, (i) each of SECURITY and the SECURITY Subsidiaries will, and their respective directors, officers, employees, agents and representatives will, afford the officers, employees, agents and representatives of RELIASTAR reasonable access at all reasonable times to the officers, employees, representatives, properties, books and records of SECURITY and the SECURITY Subsidiaries, and to the books and records of any predecessors thereof in the possession of SECURITY or any of the SECURITY Subsidiaries, and will furnish to RELIASTAR all financial, operating and other data and information as RELIASTAR, through its officers, employees or representatives, may reasonably request, and (ii) SECURITY will cooperate with RELIASTAR personnel to facilitate the transition from preclosing operations to postclosing operations; provided that, notwithstanding the foregoing, no person shall have access to information or documents subject to the attorney/client privilege between SECURITY and its counsel to the extent that providing such access would, in the opinion of counsel to SECURITY, constitute a waiver of such privilege. SECURITY agrees to hold in confidence all, and not to disclose to others for any reason whatsoever any, non-public information received by it pursuant to Section 4.4 or otherwise in connection with the transactions contemplated hereby, except (a) Prior to the Closing Dateas required by law, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From for disclosure to directors, officers, employees, agents and after representatives as necessary to the date hereof, Buyer Merger or as necessary to the operation of its and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one handRELIASTAR's businesses, and (c) for information that becomes publicly available other than through SECURITY or any of the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause SECURITY Subsidiaries or their respective Affiliates and Representatives directors, officers, employees, agents or representatives. In the event that this Agreement is terminated, upon receipt of a written request from RELIASTAR, SECURITY will return to treat confidentially RELIASTAR all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies documents and other material (and all copies thereof) obtained from RELIASTAR or any of the RELIASTAR Subsidiaries in connection with the transactions contemplated hereby and will destroy all documents which contain and other material prepared by SECURITY or otherwise any of the SECURITY Subsidiaries, or their respective directors, officers, employees, agents and representatives, that reflect any such information, provided to it non-public information received by - 52 -any of them in connection with the transactions contemplated hereby.

Access to Information; Confidentiality. (a) Prior Except as may be necessary to the Closing Date, the Seller Parties will provide Buyer comply with any Applicable Laws and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or any applicable privileges (ii) are subject to an obligation of confidentiality; providedincluding, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of without limitation, the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) work-product privileges; provided that Parent and the Seller Parties Companies shall use commercially reasonable efforts to obtain provide access to Buyer in a waiver manner that does not violate any applicable privileges), from the date of this Agreement until the Closing Date, Parent, TTSI and Seller Companies shall (i) give Buyer and its Representatives reasonable access to the records of TTSI and Seller Companies relating to the TTS Business during normal business hours and upon reasonable prior notice, (ii) give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice for the purpose of Buyer's conduct of an environmental audit of such facilities or documentary diligence, (iii) furnish to Buyer and its Representatives such financial and operating data and other information relating to TTSI and the TTS Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of TTSI and Seller Companies to provide reasonable cooperation to Buyer in its investigation of the applicable obligationTTS Business. All requests for access or information pursuant Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.2(a5.02(a), from the date of this Agreement to the Closing Date Parent shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and financial reviews, investigations and studies as to the operation of TTSI and the TTS Business, including any tax, operating or other efficiencies that may be achieved and (ii) give Buyer and its Representatives access upon reasonable request to information relating to TTSI and the TTS Business of the type and with the same level of detail as in the ordinary course of business currently is being made available to the president or chief financial officer, or other senior management of the TTS Business. Notwithstanding the foregoing, neither Buyer nor its Representatives shall be directed have access to such Person personnel records of any Seller Companies or Persons as TTSI relating to individual performance or evaluation records, medical histories or other information that in Parent's good faith opinion is sensitive or the disclosure of which could subject TTSI or any Seller shall designateCompanies to risk of liability. (b) From and For a period of two years after the date hereofClosing Date and, Buyer and its Affiliates (includingwith respect to any confidential information provided to Parent or any Seller Companies pursuant to Section 2.07, from and after the Closingfor a period of two years thereafter, the Company and its Subsidiaries), on one hand, Parent and the Seller Parties Companies will treat and their Affiliates (includinghold as confidential, prior any confidential information relating primarily to the Closing, operations or affairs of TTSI or the Company and its Subsidiaries), on TTS Business. In the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential event Parent or proprietary any Seller Companies are requested or required (by oral or written request for information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior Except as may be necessary to the Closing Date, the Seller Parties will provide Buyer comply with any Applicable Laws and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or any applicable privileges (ii) are subject to an obligation of confidentiality; providedincluding, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of without limitation, the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) work-product privileges; provided that Parent and the Seller Parties Companies shall use commercially reasonable efforts to obtain provide access to Buyer in a waiver manner that does not violate any applicable privileges), from the date of this Agreement until the Closing Date, Parent, TTSI and Seller Companies shall (i) give Buyer and its Representatives reasonable access to the records of TTSI and Seller Companies relating to the TTS Business during normal business hours and upon reasonable prior notice, (ii) give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice for the purpose of Buyer's conduct of an environmental audit of such facilities or documentary diligence, (iii) furnish to Buyer and its Representatives such financial and operating data and other information relating to TTSI and the TTS Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of TTSI and Seller Companies to provide reasonable cooperation to Buyer in its investigation of the applicable obligationTTS Business. All requests for access or information pursuant Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.2(a5.02(a), from the date of this Agreement to the Closing Date Parent shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and financial reviews, investigations and studies as to the operation of TTSI and the TTS Business, including any tax, operating or other efficiencies that may be achieved and (ii) give Buyer and its Representatives access upon reasonable request to information relating to TTSI and the TTS Business of the type and with the same level of detail as in the ordinary course of business currently is being made available to the president or chief financial officer, or other senior management of the TTS Business. Notwithstanding the foregoing, neither Buyer nor its Representatives shall be directed have access to such Person personnel records of any Seller Companies or Persons as TTSI relating to individual performance or evaluation records, medical histories or other information that in Parent's good faith opinion is sensitive or the disclosure of which could subject TTSI or any Seller shall designateCompanies to risk of liability. (b) From and For a period of two years after the date hereofClosing Date and, Buyer and its Affiliates (includingwith respect to any confidential information provided to Parent or any Seller Companies pursuant to Section 2.07, from and after the Closingfor a period of two years thereafter, the Company and its Subsidiaries), on one hand, Parent and the Seller Parties Companies will treat and their Affiliates (includinghold as confidential, prior any confidential information relating primarily to the Closingoperations or affairs of TTSI or the TTS Business. In the event Parent or any Seller Companies are requested or required (by oral or written request for information or documents in any legal proceeding, the Company and its Subsidiaries)interrogatory, on the other handsubpoena, shall and shall cause their respective Affiliates and Representatives civil investigative demand or similar process or by Applicable Law) to treat confidentially all non- public, disclose any such confidential or proprietary information, including all notesthen Parent shall notify Buyer promptly of the request or requirement so that Buyer, analysesat its expense, compilations, studies, copies and other documents which contain may seek an appropriate protective order or otherwise reflect such information, provided to it by - 52 -waive

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, the each member of Seller Parties Group will provide Buyer (i) give, and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall will cause the Company Alias Companies and its the Subsidiaries to furnish give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to Buyer such information concerning the businessoffices, personnel, properties, financial conditioncontracts, operations books and senior personnel records of the Company and its Subsidiaries as Buyer may from time to time reasonably requestBusiness, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject furnish, and will cause the Alias Companies and the Subsidiaries to an obligation furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel and financial and other advisors of confidentiality; providedany member of Seller Group, that (x) the Alias Companies and the Subsidiaries to cooperate with Buyer in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss its investigation of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationBusiness. All requests for access or information Any investigation pursuant to this Section 5.2(a) shall be directed conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller Group, any Alias Company or any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to any portion of the personnel records of any member of Seller Group, the Alias Companies and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information of employees of the Business located outside the United States to the extent such Person member of Seller Group, Alias Company or Persons Subsidiary, as Seller shall designatethe case may be, may not legally disclose such information under applicable law. (b) From On and after the date hereofClosing Date, each member of Seller Group will afford promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closingwithout limitation, the Company and its Subsidiariesaccountant's work papers), on one handinformation, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller Parties Group. Buyer shall bear all of the out-of-pocket costs and their Affiliates expenses (including, prior to without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -foregoing.

Access to Information; Confidentiality. (a) Prior to Between the date of this Agreement and the Closing Date, the Seller Target Corporation Parties will provide Buyer (i) permit the Big City Parties and its their Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books books, records, reports and Records other related materials, offices and all other facilities and properties of each Target Corporation; (ii) permit the properties Big City Parties and Employees their Representatives to make such inspections thereof as they may reasonably request; and (iii) furnish the Big City Parties and their Representatives with such financial and operating data (including without limitation the work papers of each Target Corporation's accountants) and other information with respect to each Target Corporation as the Company and its Subsidiaries and, during such period, the Seller Big City Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after Between the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, of this Agreement and the Seller Closing Date, employees or Representatives of Big City may meet with and interview all employees of each Target Corporation at reasonable times during business hours as may be arranged by Big City and each Target Corporation. (c) Each of the Target Corporation Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall hold and shall cause their respective Affiliates and Representatives to treat confidentially hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all non- publicterms of this Agreement and related agreements and all documents and information concerning any of the Big City Companies furnished to them by the Big City Parties or their Representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by any of the Target Corporation Parties, confidential (ii) in the public domain through no fault of any of the Target Corporation Parties or proprietary information(iii) later lawfully acquired by any of the Target Corporation Parties from another source, including all noteswhich source shall not be the agent of any of the Big City Companies or person under confidentiality obligation to any of the Big City Companies) and, analysesexcept as otherwise required by applicable law, compilationsrule or regulation, studiesnone of the Target Corporation Parties shall release or disclose such information to any other person, copies except its auditors, actuaries, attorneys, financial advisors, bankers and other documents which contain or otherwise reflect such information, provided consultants and advisors who need to it by - 52 -know same in connection with this Agreement.

Access to Information; Confidentiality. (a) Prior to The parties hereby acknowledge the Closing DateConfidentiality Agreement dated January 8, 2004 between Acquiror and the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all Company (the "Confidentiality Agreement") expires on execution of the Books and Records and all of the properties and Employees this Agreement. Each of the Company and Acquiror will, and will cause their respective officers, directors, employees, agents and representatives to (i) hold in confidence, unless compelled to disclose by judicial or administrative process or by other Legal Requirements, all "Confidential Information" (as such term was defined in the Confidentiality Agreement) concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person) and (ii) not release or disclose such information to any other person, except in connection with this Agreement to its Subsidiaries auditors, attorneys, financial advisors, other consultants and advisors. In the event of termination of this Agreement for any reason, the parties hereto will promptly return or destroy all documents containing non-public information so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or compilations made therefrom. (b) The Company shall, and shall cause its Affiliates, together with its agents and representatives, to, afford to Acquiror and to the officers, employees, accountants, counsel, financial advisors and other representatives of Acquiror, reasonable access during normal business hours during the period prior to the Effective Time to make such inspections as Acquiror may reasonably require of all of its properties, books, contracts, commitments, personnel and records and, during such period, the Seller Parties shall Company shall, and shall cause its Affiliates, together with its agents and representatives, to, furnish promptly to Acquiror (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the Company requirements of federal or state securities laws and its Subsidiaries to furnish to Buyer such (ii) all other information concerning the Company's business, propertiesproperties and personnel as Acquiror may reasonably request. Acquiror will hold, and will cause its officers, employees, accountants, counsel, financial conditionadvisors and other representatives and Affiliates, operations and senior personnel agents and representatives, to hold, any non-public information in accordance with the terms of SECTION 5.2(a). (c) Between the date hereof and the Effective Time, the Company shall furnish to the Acquiror and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that Merger Sub (i) within five (5) Business Days after the delivery thereof to management, such monthly financial statements and data (financial, operational, compliance or otherwise) as are subject regularly prepared for distribution to an attorney-client or other legal privilege that might be impaired by such disclosure or Company management and (ii) at the earliest time they are subject to an obligation of confidentiality; providedavailable, that such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of this clause (ii) )), shall be in accordance with the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) books and the Seller Parties shall use commercially reasonable efforts to obtain a waiver records of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateCompany. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior Upon reasonable notice, each Party shall afford to the Closing Date, the Seller Parties will provide Buyer other Party and its their respective Representatives with reasonable access, including full access upon reasonable notice at reasonable times during normal business hours, hours throughout the period prior to the Effective Time to all of the Books its properties, books, contracts (other than customer contracts), commitments and Records and all of the properties and Employees of the Company and its Subsidiaries records (including without limitation Tax Returns) and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries furnish promptly to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that one another (i) are subject a copy of each report, schedule and other document filed or received by either of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by it or any of its Subsidiaries with any Authority in connection with the Transactions or which would reasonably be expected to have an attorney-client or other legal privilege that might be impaired by Adverse Effect on such disclosure or Party and (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use such other information concerning their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contractsrespective businesses, properties and information personnel as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in ▇▇▇▇▇▇ ▇▇▇▇▇ or Iron Mountain, as the case may be, shall reasonably request (other than customer contracts or the pricing thereof). ▇▇▇▇▇▇ ▇▇▇▇▇ and Iron Mountain acknowledge that they have heretofore executed a confidentiality agreement, dated October 4, 1999 (the "Confidentiality Agreement"), which separately and as incorporated herein shall remain in full force and effect after and notwithstanding the execution and delivery of clause (ii) the Seller Parties shall notify Buyer promptly if any this Agreement, and that information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access obtained from ▇▇▇▇▇▇ ▇▇▇▇▇ by Iron Mountain or information its Representatives or by ▇▇▇▇▇▇ ▇▇▇▇▇ or its Representatives from Iron Mountain, pursuant to this Section 5.2(a) 5.1(a), the Confidentiality Agreement or otherwise, shall be directed subject to such Person or Persons as Seller shall designatethe provisions of the Confidentiality Agreement. (b) From Subject to the terms and after conditions of the date hereofConfidentiality Agreement, Buyer Iron Mountain and its Affiliates (including▇▇▇▇▇▇ ▇▇▇▇▇ may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or the rules of the NYSE to be disclosed. In the event that this Agreement is terminated, from Iron Mountain and after ▇▇▇▇▇▇ ▇▇▇▇▇ shall each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of this Agreement or otherwise in connection with the Closing, the Company and its Subsidiaries), on one hand, Merger and the Seller Parties Transactions and their Affiliates shall not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to independent counsel for such party. (including, prior c) No investigation pursuant to this Section 5.1 shall affect any representation or warranty in this Agreement of any Party hereto or any condition to the Closing, obligations of the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Parties hereto.

Access to Information; Confidentiality. (a) Prior Subject to applicable Law and the Confidentiality Agreement, from the date hereof until the Closing, following notice from Buyer to the Closing DateCompany in accordance with this Section 5.01, the Seller Parties will provide Company shall, and shall cause the Transferred Companies, their Subsidiaries, the Project Entities and their respective officers, directors, employees, auditors and agents to, (a) afford Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hourshours to the officers, to all employees, agents, properties, assets, offices, plants and other facilities, books and records, and other documents and data of the Books Transferred Companies, their Subsidiaries and Records Project Entities, (b) furnish Buyer with copies of all such contracts, books and all records, and other existing documents as Buyer may reasonably request, and (c) furnish Buyer with such additional financial, operating, and other data and information as Buyer may reasonably request. Notwithstanding the foregoing, neither Buyer nor any of its representatives shall (i) contact or have any discussions with any of the properties Company’s, the Operating Partnership’s or any of the Transferred Companies’ or their Subsidiaries’ or the Project Entities’, employees, agents, or representatives (other than the individuals listed in Section 1.01 of the Company Disclosure Schedule or such other employees approved by such individuals), unless in each case Buyer obtains the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, or (ii) with respect to the Military Housing Business, contact or have any discussions with any of the joint venture partners, project directors, vendors, suppliers or third-party contractors, property managers, landlords/sublandlords or tenants/subtenants of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and Employees the Project Entities, unless in each case Buyer obtains the prior written consent of the Company and its Subsidiaries and, during such periodthe Project Entities. For the sake of clarity, the Seller Parties restrictions in this clause (a) are intended to cover contacts and discussions with to the extent they relate to the Equity Interests Sale and the transactions contemplated thereby or Buyer’s plans following the Closing and not to restrict Buyer or its Affiliates from conducting its existing business in the ordinary course consistent with past practice, including as such business relates to the Persons described in clauses (i) and (ii) above. Buyer shall indemnify and hold the Company, the Operating Partnership and the Transferred Companies, their Subsidiaries and the Project Entities harmless from and against any and all losses or damages incurred by the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and the Project Entities as a result of the inspection of the Transferred Companies’ and their Subsidiaries’ and the Project Entities’ properties, but solely with respect to investigations conducted as part of Buyer’s due diligence investigation in connection with the Equity Interests Sale contemplated hereby, and not any inspection conducted in the ordinary course of business by Buyer or any of its Affiliates; provided, however that Buyer’s indemnification obligations hereunder shall cause not include any obligation whatsoever with respect to any such losses or damages (including claims that any of the Transferred Companies’, their Subsidiaries and the Project Entities’ properties has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at any of the Transferred Companies’, their Subsidiaries’, and Project Entities’ properties. Subject to the foregoing, Buyer shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Buyer or its Subsidiaries representatives intend to furnish conduct. The Company shall be entitled to Buyer have representatives present at all times during any such information concerning inspection. Notwithstanding the businessforegoing, properties, financial condition, operations and senior personnel none of the Company Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and its Subsidiaries as Buyer may from time Project Entities shall be required to time reasonably request, other than any provide access or to disclose information where such properties, books, contracts, records and information that (i) are subject to an attorney-client access or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of would jeopardize the attorney-client privilege) with respect privilege of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and Project Entities or contravene any Law or binding agreement entered into prior to such booksthe date of this Agreement (provided that the Company, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Operating Partnership and the Seller Parties Transferred Companies, their Subsidiaries and Project Entities shall use commercially reasonable efforts to obtain a waiver of consent from the applicable obligation. All requests for access third party or information pursuant enter into a customary joint defense agreement to this Section 5.2(a) shall be directed to enable the disclosure of such Person or Persons as Seller shall designateinformation). (b) From All information obtained by the parties hereto pursuant to this Section 5.01, 5.02, 5.05 and after 5.06 and pursuant to the date hereofconfidentiality agreement, Buyer and its Affiliates dated August 17, 2007 (includingthe “Confidentiality Agreement”), from and after the Closing, between the Company and its Subsidiaries)an Affiliate of Buyer, on one handshall be kept confidential in accordance with the Confidentiality Agreement. (c) No investigation pursuant to this Section 5.01 or otherwise shall limit, and the Seller Parties and their Affiliates (including, prior qualify or be deemed to be in lieu of any representation or warranty in this Agreement of any party hereto or any condition to the Closing, obligations of the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -parties hereto.

Access to Information; Confidentiality. ‌ (a) Prior to From the Closing Date, date hereof until the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all earlier of the Books Effective Time and Records the termination of this Agreement, subject to compliance with applicable Law and all the terms of the properties and Employees of the Company and its Subsidiaries andany existing Contracts, during such periodNV Goldlands shall, the Seller Parties shall and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to Radio Fuels and to the Company officers, employees, agents and its Subsidiaries Representatives of Radio Fuels such access as Radio Fuels may reasonably require‌ at all reasonable times, including for the purpose of facilitating integration business planning, to furnish to Buyer such information concerning the businesstheir officers, propertiesemployees, financial conditionagents, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; providedContracts, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) and shall furnish Radio Fuels with respect to such books, records, contracts, properties all data and information as is necessary to permit disclosure to Buyer and BuyerRadio Fuels may reasonably request provided that NV Goldland’s Representatives and (ycompliance with any request under this Section 7.5(a) in shall not unduly interfere with the case conduct of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) business of NV Goldlands and the Seller Parties shall use commercially reasonable efforts to obtain a waiver subsidiaries of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateNV Goldlands. (b) From Radio Fuels and after NV Goldlands acknowledge and agree that information furnished pursuant to this Section 7.5 shall be (a) used solely for the date hereofpurpose described in this Section 7.5; (b) will be kept strictly confidential by Radio Fuels; and (c) will be provided by Radio Fuels solely to those of its Representatives to whom disclosure is reasonably deemed to be required to facilitate Radio Fuel’s evaluation or consideration of the Transaction. All Confidential Information is and will remain the property of NV Goldlands. Before providing access to Confidential Information to any Representative, Buyer Radio Fuels will inform such Representative of the contents of this Agreement and its Affiliates (including, from and after the Closing, confidentiality of the Company and its Subsidiaries), on one handConfidential Information, and the Seller Parties and their Affiliates (includingwill advise such Representative that, prior by accepting possession of or access to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided such Representative is agreeing to it be bound by - 52 -this Agreement.‌

Access to Information; Confidentiality. (a1) Prior From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts, the Corporation shall: (23) give to the Closing Date, the Seller Parties will provide Buyer Canadian Purchaser and its Representatives with representatives reasonable accessaccess to the Books and Records, including access upon reasonable notice at reasonable times personnel and premises of the Corporation and its Subsidiaries which relate to the Canadian Business, during normal business hours, hours and in such manner as not to all interfere unreasonably with the conduct of the business of the Corporation and its Subsidiaries; (23) give to the International Purchaser and its representatives reasonable access to the Books and Records Records, personnel and all premises of the properties and Employees of the Company Corporation and its Subsidiaries andwhich relate to the International Business, during normal business hours and in such period, manner as not to interfere unreasonably with the Seller Parties shall and shall cause conduct of the Company business of the Corporation and its Subsidiaries to Subsidiaries; and (23) furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company each Purchaser and its Subsidiaries representatives such financial and operating data and other information as Buyer such Persons may from time to time reasonably request, other than any such properties, books, contracts, records and information that . (i2) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties The Corporation shall use commercially reasonable efforts to obtain a waiver cooperate with the International Purchaser in the preparation by the International Purchaser of pro forma and other financial information and pro forma and other financial statements of the applicable obligationInternational Business, to the extent required by the rules and regulations of the United States Securities and Exchange Commission or as otherwise necessary or reasonably required by the International Purchaser. All requests The International Purchaser shall reimburse the Corporation for access or information pursuant to this Section 5.2(a) shall be directed to all reasonable out of pocket expenses, including reasonable legal and accountants’ fees and disbursements, incurred in connection with any such Person or Persons as Seller shall designatecooperation. (b3) From Neither Purchaser nor any of their respective representatives will contact any Corporation Employees, or any contractual counterparts of the Corporation or its Subsidiaries (in their capacity as such), except after consultation with and after the date hereofapproval of the Chief Financial Officer of the Corporation, Buyer which shall not be unreasonably withheld or delayed, provided that nothing shall restrict Don Wall from contacting any of the Corporation Employees or any contractual counterparts of the Corporation or its Subsidiaries in carrying out his responsibilities in the ordinary course as director or officer of the Corporation or its Subsidiaries and in compliance with the Process Guidelines. (4) Notwithstanding any provision of this Agreement, the Corporation shall not be obligated to provide access to, or to disclose, any information to either Purchaser or their respective representatives if the Corporation reasonably determines, based on the advice of outside legal counsel, that such access or disclosure would jeopardize any attorney client or other privilege claim by the Corporation or any of its Subsidiaries. (5) For greater certainty, each Purchaser and its Affiliates (includingaffiliates shall treat, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives its representatives to treat confidentially treat, all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided information furnished to it or any of its affiliates or representatives in connection with the transactions contemplated by - 52 -this Agreement or pursuant to the terms of this Agreement as confidential and, in the case of the International Purchaser, in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, the Canadian Purchaser acknowledges and agrees that the Corporation Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the same standard of confidentiality as the Canadian Purchaser and its affiliates apply with respect to their own confidential information and the International Purchaser acknowledges and agrees that the Corporation Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Prior Sellers shall, and shall cause each of their respective officers, directors, employees, auditors and other agents of Sellers to afford the Closing Dateaffiliates, the Seller Parties will provide Buyer officers, directors, employees, auditors and other agents of Purchaser and its Representatives with reasonable accessAffiliates reasonable, including access upon reasonable notice at reasonable times during normal business hourshours to the officers, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries anddirectors, during such periodemployees, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessagents, properties, financial conditionoffices, operations plants and senior personnel other facilities of the Company Sellers and to all books and records of Sellers, and shall furnish Purchaser and its Subsidiaries as Buyer may from time to time reasonably requestAffiliates with all financial, operating and other than any such properties, books, contracts, records data and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such booksthe business and properties of Sellers as Purchaser, recordsthrough its Affiliates and their respective officers, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access employees or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateagents. (b) Sellers shall promptly provide Purchaser with drafts of all documents, motions, orders, filing or pleadings that Seller or any of its Subsidiaries proposes to me With the Bankruptcy Court which relate to (i) this Agreement or the transactions contemplated hereunder, (ii) entry of the Sale Order and, (iii) the sale of the Purchased Assets by Sellers and assumption of Assumed Liabilities by Purchaser, and will provide Purchaser with a reasonable opportunity to review such documents in advance of their service and filing. Sellers shall consult and cooperate with Purchaser, and consider in good faith the views of Purchaser with respect to all such filings. Notwithstanding any provision to the contrary herein, Sellers shall not seek to amend or modify any provision of the Bidding Procedures Order or the Sale Order without the prior written consent of Purchaser. (c) From and after the date hereofhereof until the Closing Date, Buyer except as may be required by Law, neither Purchaser nor its affiliates, employees, agents, and its Affiliates representatives (includingcollectively, "Purchaser Representatives") will disclose to any third party the information concerning Sellers that it may have acquired from and after Sellers in the Closingcourse of Its due diligence investigation with respect to Sellers without the prior written consent of Seller; provided, however, Purchaser Representatives may disclose any such information as follows: (i) to the extent that the information is or becomes generally available to the public through no fault of any Purchaser Representative making such disclosure; (ii) to the extent that the same information is in the possession of the Purchaser Representative making such disclosure prior to receipt of such information; (iii) to the extent that the Purchaser Representative that received the information independently developed the same information prior to the date the Purchaser Representative received such information from Sellers without relying on any information; or (iv) to the extent that the same information becomes available to such Purchaser Representative making such disclosure on a non-confidential basis from a source other than a Purchaser Representative which is not known by Purchaser Representative to be confidential. If the transactions contemplated hereby are not consummated, the Company Purchaser Representatives will return or destroy the confidential information upon the written request of Seller. In the event that Purchaser or any Purchaser Representative is required by Law or legal process to disclose all or any part of any such confidential information, Purchaser shall promptly notify Republic of the existence, terms and its Subsidiaries)circumstances surrounding such a request so that it may seek an appropriate protective order, on one hand, at Republic's sole cost and the Seller Parties and their Affiliates (includingexpense, prior to Purchaser's disclosure of such information. (d) Notwithstanding anything herein to the Closingcontrary; each party to the transaction (and each affiliate and person acting on behalf of any such party) agrees that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the Company tax treatment and its Subsidiariestax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the identities of participants or potential participants in the transaction, (iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the transaction), on or (v) any other term or detail not relevant to the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential tax treatment or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -the tax structure of the transaction.

Access to Information; Confidentiality. (a) Prior The Company shall, and the Company shall cause the Subsidiaries to, afford to the Closing Date, the Seller Parties will provide Buyer Purchaser and its Representatives with reasonable accountants, counsel, financial advisors and other representatives, and to prospective lenders and other financing sources and each of their respective representatives, full access, including access during normal business hours upon reasonable notice at reasonable times during normal business hoursthroughout the period prior to the Closing, to the Company’s and the Subsidiaries’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Books Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and Records and all “management letters” from such accountants with respect to the Company’s or any of the properties Subsidiaries’ systems of internal control), Contracts and Employees records of the Company and its the Subsidiaries to the extent necessary to enable Purchaser to make a thorough investigation of the Company’s business, properties, assets and operations, and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer promptly such information concerning the businessbusinesses, properties, financial condition, operations properties and senior personnel of the Company and its the Subsidiaries as Buyer may from time to time Purchaser shall reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in however, such investigation shall not unreasonably disrupt the case Company’s operations or interfere with the conduct of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationits business. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of the Company and each of the Subsidiaries. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with representatives of Purchaser and its Subsidiariesprospective lenders and other financial sources. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement dated February 25, 2009 among Purchaser, the Company and the Selling Stockholders (the “Confidentiality Agreement”), on the other handterms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. If the parties hereto shall fail to consummate the transactions contemplated hereby, shall the terms of the Confidentiality Agreement shall, notwithstanding any contrary term thereof, remain in full force and shall cause their respective Affiliates effect for a period of two (2) years from the date of this Agreement. Purchaser’s employees, agents, accountants, counsel, financial advisors and Representatives to treat confidentially all non- publicrepresentatives, confidential or proprietary information, including all notes, analyses, compilations, studies, copies prospective lenders and other documents which contain or otherwise reflect such information, provided financial sources shall comply with all of the Company’s regulations made known to it by - 52 -them when present at the Company’s facilities.

Access to Information; Confidentiality. (a) Prior From the Execution Date until the Effective Time, subject to the Closing Dateapplicable Law, the Seller Parties will (i) Neptune shall provide Buyer and shall cause Neptune’s Representatives to provide Panther and its Representatives with reasonable accessauthorized Representatives, including access upon reasonable notice at reasonable times during normal business hourshours and upon reasonable advance notice, such reasonable access to all the offices, employees, customers, suppliers, properties, books and records of the Books and Records and all of the properties and Employees of the Company Neptune and its Subsidiaries and(so long as such access does not unreasonably interfere with the operations of Neptune and its Subsidiaries) as Panther may reasonably request, during such period, the Seller Parties and (ii) Panther shall provide and shall cause Panther’s Subsidiaries and its and their respective Representatives to provide Neptune and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the Company offices, employees, properties, books and records of the Panther Entities (so long as such access does not unreasonably interfere with the operations of any Panther Entities) as Neptune may reasonably request (including for the purposes of planning the operation of the Surviving Corporation after the Effective Time). No party shall have access to personnel records of the other party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other party’s good faith opinion the disclosure of which could subject such other party or any of its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel risk of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateliability. (b) From With respect to any information disclosed pursuant to this Section 6.4, each of Panther and after the date hereofNeptune shall comply with, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause each of its Subsidiaries and their respective Affiliates and Representatives to treat confidentially comply with, all non- publicof its obligations under the mutual nondisclosure and confidentiality agreement, confidential dated June 7, 2018, previously executed by Panther and Neptune (the “Confidentiality Agreement”). No party shall be required to provide access to or proprietary informationdisclose any information where such access or disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract, including all notes, analyses, compilations, studies, copies and other documents which contain Law or otherwise reflect order (it being agreed that the parties shall use their respective reasonable best efforts to cause such information, information to be provided to it by - 52 -in a manner that would not result in such jeopardy or contravention).

Access to Information; Confidentiality. (a) Prior To the fullest extent possible and consistent with applicable Law, Seller and the Company shall afford to Purchaser and its officers, employees, accountants, counsel, financial advisors and other representatives (“Representatives”) reasonable access during normal business hours during the period prior to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries andofficers, during such periodemployees, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessagents, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, commitments and records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect Company, and during such period, the Company shall furnish promptly to such books, records, contractsPurchaser and its Representatives all information concerning the businesses, properties and information personnel of the Company as is necessary Purchaser may reasonably request and allow Purchaser to permit disclosure to Buyer make extracts and Buyer’s Representatives copies of such books and (y) in records. Without limiting the case of clause (ii) the immediately preceding sentence, Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties Company shall, to the fullest extent possible and consistent with applicable Law, afford to Purchaser and its Representatives reasonable access to the Aircraft, their respective Related Equipment and the Aircraft Documents for inspection and evaluation at such times as may be reasonably requested by Purchaser during the period prior to the Closing. No investigation by Purchaser prior to or after the date of this Agreement shall use commercially reasonable efforts to obtain a waiver diminish or obviate any of the applicable obligationrepresentations, warranties, covenants or agreements of Seller and the Company contained in this Agreement. All requests for access In order that Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons investigation as it may reasonably request of the affairs of the Company, the Company shall, and Seller shall designatecause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company to, cooperate fully with such representatives in connection with such review and examination. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after Until the Closing, Purchaser, Seller and the Company will be bound by, and its Subsidiarieswill hold any information received pursuant to this Agreement in confidence in accordance with the terms of, the confidentiality agreement between Seller and Purchaser dated April 22, 2004 (the “Confidentiality Agreement”), on one hand, and the Seller Parties and their Affiliates (including, prior except to the Closingextent reasonably necessary in connection with the exploration and pursuit of a potential sale of the Fixed Wing Business. Other than as specifically contemplated by SECTION 4.08, the Company and none of Seller or any of its Subsidiaries)Affiliates will have any obligation to make available or provide to Purchaser or its Representatives a copy of any consolidated, on the other handcombined or unitary Tax Return filed by Seller or any of its Affiliates, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -any related material.

Access to Information; Confidentiality. (a) Prior Subject to the Closing Dateapplicable Law, the Seller Parties Geokinetics will provide Buyer and will cause Geokinetics’ Subsidiaries and its Representatives with reasonable accessand their respective directors, including access upon reasonable notice at reasonable times officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to provide Sellers and their authorized Representatives, during normal business hourshours and upon reasonable advance notice, access to all the offices, employees, properties, books and records of the Books and Records and all of the properties and Employees of the Company Geokinetics and its Subsidiaries and(so long as such access does not unreasonably interfere with the operations of Geokinetics) as Sellers may reasonably request. Subject to applicable Law, Sellers will provide and will cause the Purchased Entities and their respective Representatives to provide Geokinetics and its authorized Representatives, during such periodnormal business hours and upon reasonable advance notice, access to the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessoffices, employees, properties, financial condition, books and records of each Business Owning Entity related to the Business (so long as such access does not unreasonably interfere with the operations and senior personnel of a Business Owning Entity or the Company and its Subsidiaries Business) as Buyer Geokinetics may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with . With respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information disclosed pursuant to this Section 5.2(a) 5.3, each of the parties shall comply with, and shall cause each of its Representatives to comply with, all of its obligations under the Confidentiality and Nondisclosure Agreement, dated February 27, 2008, previously executed by Geokinetics and PGS Onshore, Inc. (the “Confidentiality Agreement”). No party shall be directed required to provide access to or disclose any information where such Person access or Persons as Seller disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract or Law (it being agreed that the parties shall designateuse their respective reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, Sellers and the Seller Parties and their Affiliates (includingPurchasers shall, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates the Business Owning Entities to, furnish each other with such financial and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies operating data and other documents which contain information with respect to the Business as either Sellers or otherwise reflect such informationPurchasers may from time to time reasonably request, provided in each case (A) to it by - 52 -comply with reporting, disclosure, filing or other requirements imposed on the Sellers or Purchasers (including under applicable securities Laws), (B) for use in any Legal Action or assessment or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of the Sellers or Purchasers under this Agreement or any Ancillary Agreements, as the case may be.

Access to Information; Confidentiality. (a) Prior to Between the date of this Agreement and the Closing Date, the Seller GoodNet Parties will provide Buyer (i) permit the WinStar Parties and its their Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books books, records, reports and Records other related materials, offices and all other facilities and properties of GoodNet; (ii) permit the properties WinStar Parties and Employees their Representatives to make such inspections thereof as they may reasonably request; and (iii) furnish the WinStar Parties and their Representatives with such financial and operating data (including without limitation the work papers of GoodNet's accountants) and other information with respect to GoodNet as the Company and its Subsidiaries and, during such period, the Seller WinStar Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after Between the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, of this Agreement and the Seller Closing Date, employees or Representatives of WinStar may meet with and interview all employees of GoodNet at reasonable times during business hours as may be arranged by WinStar and GoodNet. (c) Each of the GoodNet Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall hold and shall cause their respective Affiliates and Representatives to treat confidentially hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all non- publicdocuments and information concerning any of the WinStar Companies furnished to them by the WinStar Parties or their Representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by any of the GoodNet Parties, confidential (ii) in the public domain through no fault of any of the GoodNet Parties or proprietary information(iii) later lawfully acquired by any of the GoodNet Parties from another source, including all noteswhich source shall not be the agent of any of the WinStar Companies or person under confidentiality obligation to any of the WinStar Companies) and, analysesexcept as otherwise required by applicable law, compilationsrule or regulation, studiesnone of the GoodNet Parties shall release or disclose such information to any other person, copies except its auditors, actuaries, attorneys, financial advisors, bankers and other documents which contain or otherwise reflect such information, provided consultants and advisors who need to it by - 52 -know same in connection with this Agreement.

Access to Information; Confidentiality. (a) Prior to From the Agreement Date until the Closing Date, Seller will (i) give, and will cause the Seller Parties will provide Buyer Company and each Subsidiary to give, Buyer, its Representatives with counsel, financial advisors, auditors and other authorized representatives reasonable accessaccess to the offices, including access upon reasonable notice at reasonable times during normal business hoursproperties, to all of the Books books and Records and all of the properties and Employees records of the Company and its the Subsidiaries andand to the books and records of Seller relating to the Company and the Subsidiaries, during such period(ii) furnish, the Seller Parties shall and shall will cause the Company and each Subsidiary to furnish, to Buyer, its Subsidiaries to furnish to Buyer such information concerning the business, propertiescounsel, financial conditionadvisors, operations auditors and senior other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request, and (iii) instruct the AF Employees and the counsel and financial advisors of Seller, the Company or any Subsidiary to cooperate with Buyer in its investigation of the Company or any Subsidiary. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller, the Company or any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller, the Company or any Subsidiary to risk of liability. (b) On and after the Closing Date, upon prior written notice to Seller, Seller will afford promptly to Buyer and its Subsidiaries as agents reasonable access to its properties, books, financial and other records, information, employees and auditors, in each case relating to the Company or any Subsidiary and to the extent reasonable and necessary in connection with any audit, investigation, dispute or litigation involving to the operation of the Company or any Subsidiary prior to the Closing; provided, however, that any such access by Buyer may from time shall be conducted during Seller’s normal business hours and shall not unreasonably interfere with the conduct of the business of Seller; provided, further, that Buyer and its agents shall be required to time reasonably request, other than any execute Seller’s standard non-disclosure agreement prior to accessing such properties, books, contractsfinancial and other records, records information, employees and auditors. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing. This Section 5.02(b) shall not apply to any investigation, dispute or litigation, in each case that is between Buyer and Seller. (c) Seller confirms that it has entered into that certain Mutual Nondisclosure Agreement (NDA) dated August 20, 2004 between Buyer and Seller (the “NDA”) and that Seller is bound by, and will abide by, the provisions of the NDA. If this Agreement is terminated, the NDA will remain in full force and effect, and all copies of documents containing confidential information of a disclosing party will be returned by the receiving party to the disclosing party or be destroyed, as provided in the NDA. (d) If, after the Closing Date, Seller locates or obtains any originals or copies of the Company’s or any Subsidiary’s customer data (including customer prospects) (“Customer Data”) that (i) are subject were not previously delivered to an attorney-client Buyer pursuant to Section 9.02(h), then Seller shall notify Buyer of such Customer Data and shall thereafter, at Buyer’s direction, either destroy such Customer Data or other legal privilege that might be impaired by promptly deliver such disclosure or (ii) are subject Customer Data to an obligation of confidentialityBuyer without retaining any copy thereof; provided, however, that, notwithstanding the foregoing, Seller may retain Customer Data solely for the purpose of complying with its obligations under Section 5.05; provided, further, that (x) Seller shall comply with its privacy policy as in effect on the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) Agreement Date with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information Customer Data that it retains pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designatethe foregoing proviso. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior to Between the date of this Agreement and the Closing Date, REMEC will cause RFM will afford to the Seller Parties will provide Buyer officers and its Representatives with reasonable access, including authorized representatives of ACS access upon reasonable notice at reasonable times during normal business hours, to (a) all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businesssites, properties, books and records of RFM and (b) such additional financial condition, operations and senior personnel operating data and other information as to the business and properties of the Company and its Subsidiaries RFM as Buyer ACS may from time to time reasonably request, other than including without limitation access upon reasonable request to RFM's employees, customers and vendors for due diligence inquiry. REMEC will, and will cause RFM to, cooperate with ACS, its representatives, auditors and counsel in the preparation of any such properties, books, contracts, records and information that (i) are subject to an attorney-client documents or other legal privilege that might material which may be impaired by such disclosure required in connection with this Agreement. No information or (ii) are subject to an obligation of confidentiality; provided, that (x) knowledge obtained in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information investigation pursuant to this Section 5.2(a) 5.1 shall affect or be directed deemed to such Person modify any representation or Persons as Seller shall designatewarranty contained herein or the conditions to the obligations of the parties to consummate the Sale. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after Before the Closing, REMEC shall cause RFM to provide to ACS true, correct and complete copies of all Leases. (c) REMEC recognizes and acknowledges that it and RFM have had in the Company past, currently have, and its Subsidiariesin the future may possibly have, access to certain confidential information of RFM and ACS, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of RFM's and ACS's respective businesses. REMEC agrees that it will not disclose confidential information with respect to RFM or ACS to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of ACS and to counsel and other advisers; provided, however, that such advisors (other than counsel) agree to the confidentiality provisions of this Section 5.1(c), on one handunless (i) such information becomes known to the public generally through no fault of REMEC, (ii) disclosure is required by law or the order of any Governmental Authority under color of law, or (iii) the disclosing party reasonably believes that (d) ACS recognizes and acknowledges that it has had in the past, currently has, and in the Seller Parties future may possibly have, access to certain confidential information of RFM and their Affiliates (includingREMEC, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of RFM's and REMEC's respective business. ACS agrees that, prior to the Closing, it will not disclose confidential information with respect to RFM to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of RFM and REMEC and to counsel and other advisers and that they will not disclose confidential information with respect to REMEC to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of RFM and REMEC and to counsel and other advisers; provided, however, that such advisers (other than counsel) agree to the Company and its Subsidiariesconfidentiality provisions of this Section 5.1(d), on unless (i) such information becomes known to the other handpublic generally through no fault of ACS, shall (ii) disclosure is required by law or the order of any Governmental Authority under color of law, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party; and shall cause their respective Affiliates provided further, that prior to disclosing any information pursuant to clause (i), (ii) or (iii) above, ACS shall, if possible, give prior written notice thereof to RFM and Representatives REMEC and provide RFM and REMEC with the opportunity to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect contest such information, provided to it by - 52 -disclosure.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, the Seller Parties Company will provide (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company that relate to the PGR Assets and PGR, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the PGR Assets and PGR as such may be reasonably requested and (iii) instruct the counsel, financial advisors and other authorized representatives of the Company to cooperate with Buyer in its investigation of the PGR Assets and PGR. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company or PGR. Notwithstanding the foregoing, Buyer shall not have access to other information which in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability. Exhibit 10.17 (b) On and after the date hereof and through the Closing Date, the Company will afford promptly to Buyer and its Representatives agents reasonable access to its books of account, financial statements and other records (including, without limitation, accountant’s work papers), information, knowledgeable personnel and auditors to the extent necessary or useful for Buyer in connection with the preparation and audit of segmented and other financial statements and other reports as may be required to be filed by Buyer with the United States Securities and Exchange Commission (the “SEC”), any audit, investigation, dispute or litigation or any other reasonable access, including business purpose relating to the Company and PGR; provided that any such access upon reasonable notice at reasonable times during normal by Buyer shall not unreasonably interfere with the conduct of the business hours, to of the Company or PGR. Buyer shall bear all of the Books costs and Records expenses (including, without limitation, attorneys’ fees) in connection with the foregoing. (c) The Company hereby consents to Buyer conducting, prior to Closing and all upon advance notice to the Company, at Buyer’s sole risk and expense, on-site inspections and an ASTM Phase One Environmental Assessment (an “Environmental Assessment”) of the properties PGR ▇▇▇▇▇ and Employees PGR Leases; provided that Buyer shall not conduct any sampling activities without prior notice and consent of the Company, which consent shall not be unreasonably withheld. In connection with any such on-site inspections or Environmental Assessment, Buyer agrees not to interfere with the normal operation of the PGR Leases and agrees to comply with all requirements and safety policies of the operator. If Buyer or its agents prepares an Environmental Assessment of any property, Buyer will furnish copies thereof to the Company. The parties shall execute a “common undertaking” letter regarding the confidentiality of environmental assessments where appropriate. In connection with the granting of such access, Buyer represents that it is adequately insured and, waives, releases and agrees to indemnify the Company and its Subsidiaries andrepresentatives against all claims for injury to, during such periodor death of, persons or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer. This waiver, release and indemnity by Buyer shall survive termination of this Agreement. (d) Through the 90th day following the Closing Date, the Seller Parties shall Company will provide Buyer, its auditors and shall cause other Representatives reasonable access to knowledgeable personnel and the Company’s auditors to the extent necessary or useful for Buyer in connection with the preparation and audit of segmented and other financial statements and other reports as may be required to be filed by Buyer with the SEC, any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company and its Subsidiaries to furnish to PGR. Buyer such information concerning the business, properties, financial condition, operations and senior personnel shall bear all of the Company costs and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates expenses (including, from and after without limitation, attorneys’ fees) in connection with the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -foregoing.

Access to Information; Confidentiality. (a) Prior The Shareholders shall cause PCH to permit UHS full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with the right to copy) to UHS and to the Closing Dateinternal auditors, loan review officers, employees, attorneys, accountants and other representatives of UHS all books, papers and records relating to the Seller Parties will provide Buyer and its Representatives with reasonable accessassets, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessstock, properties, financial conditionoperations, operations obligations and senior personnel liabilities of PCH, including, without limitation, all books of account (including, without limitation, the Company general ledgers), tax records, minute books of directors' and its Subsidiaries as Buyer may from time shareholders' meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files (including, without limitation, legal research memoranda), documents relating to time reasonably requestassets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other than information relating to the real and personal property), plans affecting employees, securities transfer records and shareholder lists and any such properties, books, contractspapers and records relating to other assets, records business activities or prospects in which UHS may have a reasonable interest, including, without limitation, its interest in planning for integration and information that (i) are subject transition with respect to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation the business of confidentialityPCH; provided, however, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts foregoing rights granted to take such action (such as entering into a joint defense agreement UHS shall, whether or other arrangement to avoid loss not and regardless of the attorney-client privilege) extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and covenants of the Shareholders set forth herein. In addition, the Shareholders shall cause PCH to instruct its officers, employees, counsel and accountants to be available for, and respond to any questions of, such UHS representatives at reasonable hours and with respect reasonable notice by UHS to such books, records, contracts, properties individuals and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) cooperate fully with UHS in planning for the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver integration of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designatebusiness of PCH with the business of UHS and its affiliates. (b) From All information furnished by the Shareholders or PCH pursuant hereto shall be treated as the sole property of the Shareholders and after PCH until the date hereofClosing Date, Buyer and its Affiliates (includingand, from and after if the ClosingClosing Date shall not occur, UHS shall treat such information as confidential in accordance with the Company and its Subsidiaries)terms of the Confidentiality Agreement dated June 8, on one hand, 1998 between UHS and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Shareholders .

Access to Information; Confidentiality. (a) Prior Seller will (i) cause the Acquired Company and the Subsidiaries to permit representatives of the Closing Date, the Seller Parties will provide Buyer and its Representatives with Purchaser to have reasonable access, including access upon reasonable notice at reasonable times during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businesspremises, properties, financial conditionpersonnel, operations books, records (including Tax records and senior personnel accountants’ work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its Subsidiaries advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer Purchaser may from time to time reasonably request, (iii) furnish Purchaser and its advisors with such additional existing financial, operating and other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties data and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives Purchaser may reasonably request, and (yiv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the case normal business operations of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Acquired Company and the Seller Parties shall use commercially reasonable efforts to obtain a waiver Subsidiaries, the officers of the applicable obligationAcquired Company or any Subsidiary, as Purchaser may reasonably request. All requests for access or The confidentiality of all such documents and information pursuant to this Section 5.2(a) furnished in connection with the Contemplated Transactions shall be directed to such Person or Persons as Seller shall designategoverned by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.12(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company’s general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, and subject to the Company requirements of applicable Law, any securities exchange on which the securities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, Seller and its Subsidiaries), on one handParent shall keep secret and retain in confidence, and not use for the benefit of Seller, Parent or any Person other than Purchaser, all confidential matters and trade secrets known to Seller Parties and their Affiliates (including, prior or Parent relating to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary informationBusiness, including all notes, analyses, compilations, studies, copies books and other documents which contain or otherwise reflect such information, provided records referred to it by - 52 -in Section 5.02(b) and information made available to Seller pursuant to Section 1.05(a).

Access to Information; Confidentiality. OneBeacon shall, and shall cause each OneBeacon Subsidiary to (a) Prior afford to Liberty and its Representatives reasonable access during normal business hours and upon reasonable prior notice during the period from the date hereof to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, Date to all of the (i) Insurance Policies, Books and Records and Transferred Assets, including all Independent Producer, underwriting and claims data and information and (ii) personnel involved in the Business, including all key managers, PROVIDED, that such access shall not unreasonably interfere with the operation of the properties Business, and Employees of the Company and its Subsidiaries and, (b) during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries furnish as promptly as practicable to furnish to Buyer Liberty such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries Business as Buyer Liberty may from time to time reasonably request. From the date hereof to the Closing Date, other than OneBeacon shall, and shall cause the OneBeacon Subsidiaries to, make reasonable accommodation to permit such Representatives to effectively monitor the Business Employees. Liberty agrees that it will hold, and will cause its Affiliates and each of their respective Representatives to hold, any such propertiesinformation so obtained in confidence to the extent required by, booksand in accordance with, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss provisions of the attorney-client privilege) with respect Confidentiality Agreement. No investigation or review by Liberty or any of its Representatives shall affect or be deemed to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if modify any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for representations, warranties, covenants or agreements of Parent or OneBeacon under this Agreement or otherwise; it being understood that, notwithstanding any right of Liberty to have access or to information concerning the Business pursuant to this Section 5.2(a) shall be directed 5.03 and notwithstanding any knowledge of facts determined or determinable by Liberty in connection therewith, subject only to such Person Section 10.06, Liberty has the right to rely fully upon the representations, warranties, covenants and agreements of Parent and OneBeacon contained in this Agreement, any Ancillary Agreement or Persons as Seller shall designateany Schedule, Exhibit or certificate in respect thereof. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Seller will, and will cause each other Group Company to, (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessoffices, properties, financial conditionbooks and records of Seller relating to the Business and the Group Company Assets, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject furnish to an obligation Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business and the Group Company Assets as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of confidentiality; providedSeller to cooperate with Buyer in its investigation of the Business and the Group Company Assets, provided that (x) in any such access by Buyer shall not unreasonably interfere with the case conduct of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement business of the Group Companies. No investigation by Buyer or other arrangement to avoid loss of information received by Buyer before the attorney-client privilege) with respect to such books, records, contracts, properties and information Closing shall operate as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person otherwise affect any representation, warranty or Persons as Seller shall designateagreement given or made by any Group Company hereunder. (b) From After the Closing, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Business and the Group Company Assets, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by Seller, (ii) in the public domain through no fault of Seller, (iii) later lawfully acquired by Seller from sources not under any obligations to keep such information confidential to Buyer. The obligation of Seller to hold any such information in confidence shall be satisfied if it exercise the same care with respect to such information as it would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Seller will, and will cause the other Group Companies to, afford promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closing, the Company and its Subsidiariesincluding accountant’s work papers), on one handinformation, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business and the Seller Parties and their Affiliates (including, prior to Group Company Assets; provided that any such access by Buyer shall not unreasonably interfere with the Closing, conduct of the Company and its Subsidiaries), on business of the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Group Companies.

Access to Information; Confidentiality. (a) Prior From the date hereof to the Closing DateEffective Time, the Seller Parties will provide Buyer each of Parent, Acquiror and its Representatives with reasonable accessTarget shall, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the Company officers, employees and its Subsidiaries agents of one another complete access at all reasonable times to furnish to Buyer such information concerning the businessone another's officers, employees, agents, properties, financial conditionoffices, operations plants and senior personnel of the Company other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its Subsidiaries as Buyer officers, employees or agents, may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, however, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts no party shall be required to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for provide access or furnish information pursuant which it is prohibited by law or contract to this Section 5.2(a) shall be directed to such Person provide or Persons as Seller shall designatefurnish. (b) From Each of Parent, Acquiror and after the date hereofTarget shall, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates affiliates and Representatives their respective officers, directors, employees and agents to treat confidentially hold in strict confidence all non- publicdata and information obtained by them from one another or their respective subsidiaries, confidential affiliates, directors, officers, employees and agents (unless such information is or proprietary informationbecomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, including all notesdirectors, analysesemployees and agents do not disclose such information to others without the prior written consent of P▇▇▇▇▇, compilationsAcquiror or Target, studiesas the case may be. (c) In the event of the termination of this Agreement, Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and other (2) shall cause others to whom such documents which contain may have been furnished promptly to return such documents and any copies thereof any of them may have made. (d) No investigation pursuant to this Section 2 shall affect any representations or otherwise reflect such information, provided warranties of the parties herein or the conditions to it by - 52 -the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Seller will (i) give, and will cause the Seller Parties will provide to give, Buyer and its Representatives with reasonable accessfull access to the offices, including access upon reasonable notice at reasonable times during normal business hoursproperties, to all books and records of the Books Business and Records to the books and all records of Seller relating to the properties Business, (ii) furnish, and Employees of the Company and its Subsidiaries and, during such period, will cause the Seller Parties shall and shall cause the Company to furnish, to Buyer and its Subsidiaries Representatives such financial and operating data and other information relating to furnish to Buyer the Business as such information concerning Persons may reasonably request and (iii) instruct the business, properties, financial condition, operations and senior personnel Representatives of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than Seller or any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take cooperate with Buyer in its investigation of the Business. Notwithstanding the foregoing, in connection with such action (such as entering into a joint defense agreement access, Buyer shall not conduct or cause to be conducted any sampling, testing or other arrangement to avoid loss invasive investigation of the attorney-client privilege) with respect to such booksair, recordssoil, contractssoil gas, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationsurface water, groundwater, building materials or other environmental media. All requests for access or information Any investigation pursuant to this Section 5.2(a) shall be directed conducted in such manner as not to such Person interfere unreasonably with the conduct of the Business. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Business Employees relating to individual performance or Persons evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject any of the Seller Parties, Seller or any of Seller’s Affiliates to risk of liability. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller shall designatehereunder. (b) From After the Closing, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Business, except to the extent that such information can be shown to have been (i) in the public domain through no fault of Seller or its Affiliates or (ii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Business. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Seller will afford promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closing, the Company and its Subsidiariesincluding accountant’s work papers), on one handinformation, employees and the Seller Parties and their Affiliates (including, prior auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates. Buyer shall bear all reasonable out-of-pocket costs and its Subsidiaries)expenses (including reasonable attorneys’ fees, on but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -foregoing.

Access to Information; Confidentiality. (a) Prior So long as the New Shareholders shall own any Shares, upon the request of the New Shareholders, the Company shall afford the New Shareholders reasonable access to the Closing Date, the Seller Parties will provide Buyer books and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees records of the Company and its Subsidiaries andthat are reasonably requested. The New Shareholders will, and will cause their agents to, conduct any such investigations on reasonable advance notice, during normal business hours, with reasonable numbers of persons and in such period, a manner as not to interfere unreasonably with the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, normal operations and senior personnel of the Company and its Subsidiaries. Except as otherwise required by applicable law, neither the Company nor any of its Subsidiaries as Buyer may from time shall be required to time reasonably requestprovide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or other Person, other than any such properties, books, contracts, records and information that (i) are subject to an would jeopardize the attorney-client privilege of the Person in possession or other legal privilege that might be impaired by control of such information, or would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date hereof or thereafter. The parties hereto will make appropriate substitute disclosure or (ii) are subject to an obligation arrangements under circumstances in which the restrictions of confidentiality; providedthe preceding sentence apply. The New Shareholders shall, that (x) in the case of clause (i) the Seller Parties will and shall use their commercially reasonable efforts to take cause their representatives and agents to, keep confidential all such action (information to the same extent such information is treated as entering into a joint defense agreement confidential by the Company, and shall not directly or indirectly use such information for any competitive or other arrangement commercial purpose. The obligation to avoid loss keep such information confidential shall not apply to (i) any information that (x) was already in the New Shareholders' possession prior to the disclosure thereof by the Company (other than through disclosure by any other Person known by the New Shareholders to be subject to a duty of the attorney-client privilege) with respect to such booksconfidentiality), records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in was then generally known to the case public, or (z) was disclosed to the New Shareholders by a third party not known by the New Shareholders to be bound by an obligation of clause confidentiality, or (ii) disclosures made as required by law or legal process or to any Person exercising regulatory authority over the Seller Parties New Shareholders or its Affiliates. If in the absence of a protective order or the receipt of a waiver hereunder, the New Shareholders are nonetheless, in the opinion of their counsel, compelled to disclose information concerning the Company to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the New Shareholders may disclose such information to such tribunal or governmental body or agency without liability hereunder (in which case the New Shareholders shall notify Buyer promptly if advise the Company of the proposed disclosure prior to making such disclosure). In addition, in the event that any information disclosed by the Company to New Shareholders is being withheld in reliance on clause (ii) material nonpublic information, the New Shareholders agree, and the Seller Parties shall agree to use their commercially reasonable efforts to obtain a waiver of cause their representatives and agents, to comply with their respective obligations under the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From Federal and after the date hereofstate securities laws with respect thereto, Buyer and its Affiliates (including, from and after the Closingincluding but not limited to, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior laws pertaining to the Closingpossession, the Company dissemination and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary utilization of such material nonpublic information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to the Closing Dateits terms, the Seller Parties will provide Buyer Company shall, and shall cause each of its Subsidiaries to (i) give Parent and Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) reasonable access (during regular business hours upon reasonable notice) to all employees, agents, plants, offices, properties and other facilities and to all books, contracts, commitments and records (including Tax returns and all related workpapers and other documents relied upon to complete such Tax returns, and all documents and workpapers relied upon by the Company and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, Subsidiaries for purposes of determining whether the Company (on a consolidated basis) was required to all of the Books and Records and all of the properties and Employees establish any reserves or accruals for Tax liabilities on its financial statements) of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company Company’s Representatives to provide reasonable access to their work papers and such other information as Parent or Merger Sub may reasonably request, (ii) permit Parent and Merger Sub to make such inspections (during regular business hours upon reasonable notice) as they may reasonably request and (iii) cause its and its Subsidiaries Subsidiaries’ officers to promptly furnish Parent and Merger Sub with (A) such financial and operating data and other information with respect to Buyer such information concerning the business, properties, financial condition, operations properties and senior personnel of the Company and its Subsidiaries as Buyer Parent or Merger Sub may from time to time reasonably request, request and (B) all other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contractsconcerning its business, properties and information personnel as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationParent may reasonably request. All requests for access or information No investigation made pursuant to this Section 5.2(a) 4.2 shall be directed affect any representation or warranty in this Agreement or any condition to such Person or Persons as Seller shall designatethe obligations of the parties hereto to consummate the Merger. (b) From Information obtained by Parent or Merger Sub pursuant to Section 4.2(a) shall be held in confidence in accordance with the confidentiality agreement previously executed by the Company and after Munich Parent (the “Confidentiality Agreement”), which will remain in full force and effect in accordance with its terms except for the seventh paragraph thereof, which is hereby deemed superseded by this Agreement and shall have no further force or effect. (c) Nothing in this Section 4.2 shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate applicable Law, including the HSR Act or Foreign Antitrust Laws; (ii) violate the terms of any confidentiality agreement with a third party in effect on the date hereofof this Agreement by which it is bound; or (iii) cause forfeiture of attorney/client privilege with respect thereto; provided, Buyer and its Affiliates (includingthat, from and after in the Closingcase of third party confidentiality obligations, the Company shall use reasonable efforts to obtain the waiver of such third party to such inspection or disclosure and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior shall disclose or describe such information to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect fullest extent possible consistent with such information, provided to it by - 52 -obligations.

Access to Information; Confidentiality. (a) Prior To the extent not prohibited or restricted by applicable Law and subject to the Closing Dateprovisions of the Confidentiality Agreement, the Seller Parties will provide will: (i) afford to Buyer and its Representatives with representatives reasonable accessaccess (including for the purpose of coordinating integration activities and transition planning), including access during regular business hours upon reasonable notice at reasonable times during normal business hoursnotice, to all (A) offices and other facilities where principal activities of the Books Business occur and Records and all of the properties and Employees of the Company where Purchased Assets are located, excluding Seller’s administrative offices and its Subsidiaries andheadquarters (and for any Business Employee or relevant information located at Seller’s administrative offices or headquarters, during such periodSeller will make the same available at a reasonable location) and (B) copies of Assigned Contracts (subject to applicable confidentiality restrictions), material books and records to the Seller Parties shall and shall cause extent related to the Company Business or the Purchased Assets; (ii) upon reasonable notice, permit Buyer and its Subsidiaries representatives to make such inspections as it may reasonably require to the extent related to the tangible Purchased Assets; and (iii) cause Seller’s officers and employees and representatives to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries representatives with such reasonable financial and operating data and other information with respect to the Business or Purchased Assets as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From Buyer agrees to maintain a list of those individuals who, on the behalf of Buyer, receive information or access hereunder and after agrees that in the event this Agreement is terminated pursuant to ARTICLE 9, such list will be discoverable by Seller in any litigation to enforce the terms of the Confidentiality Agreement, provided that this provision does not limit or waive any privilege Buyer may claim in any such litigation, except to the identity of the individuals on such list. (c) Following Closing, Seller shall, and shall cause Seller’s Affiliates to, maintain and keep confidential and not to disclose or use for any purpose except as expressly contemplated in this Agreement, the Transition Services Agreement, the Manufacture and Supply Agreement or the IP Use Transition Agreement, the Transferred Intellectual Property, all trade secrets and confidential information of the Business, and all other Business Information; provided that nothing in this Section 6.2(c), shall prohibit Seller from (i) contacting, or using contact information with respect to, any customer or vendor of the Business that is also, as of the date hereof, Buyer and a customer or vendor of Seller outside the Business or (ii) using (but not disclosing) Confidential Information of the Business consistent with the use by Seller as of the date hereof in the conduct of its Affiliates (including, from and after businesses other than the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Business.

Access to Information; Confidentiality. (a) Prior to the Closing Date, or, if earlier, the Seller Parties will provide date this Agreement is terminated pursuant to Section 8.1, Buyer may make or cause to be made such investigation of the Business and properties of WPI and WIN and their respective Subsidiaries and of their respective financial and legal condition as Buyer deems reasonably necessary or advisable. Each of WHF Parent and the Sellers shall, and shall cause WPI and WIN and their respective Subsidiaries to, permit Buyer and its Representatives with reasonable accessauthorized agents or representatives, including its independent accountants, to have reasonable access upon reasonable notice at reasonable times to the properties, books and records of WPI and WIN and their respective Subsidiaries during normal business hours, hours to all of review information and documentation relative to the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, commitments and other records of WPI and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentialityWIN and their respective Subsidiaries; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially such investigation shall only be upon reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss notice and shall not unreasonably disrupt personnel and operations of the attorney-client privilege) with respect to such books, records, contracts, properties Business and information as is necessary to permit disclosure to Buyer shall be at Buyer's sole cost and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationexpense. All requests for access or information pursuant to this Section 5.2(a) the offices, properties, books and records of WPI and WIN and their respective Subsidiaries shall be directed made to such Person or Persons representatives of WPI as Seller WPI shall designate. (b) From , who shall be solely responsible for coordinating all such requests and after all access permitted hereunder. It is further agreed that neither Buyer nor its representatives shall contact any of the date hereofemployees, Buyer and its Affiliates (includingcustomers, from and after the Closingsuppliers or joint venture partners of WPI, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause WIN or any of their respective Subsidiaries or Affiliates and Representatives to treat confidentially all non- publicin connection with the transactions contemplated hereby, confidential whether in person or proprietary informationby telephone, including all notesmail or other means of communication, analyses, compilations, studies, copies and other documents which contain or otherwise reflect without the specific prior authorization of such information, provided to it by - 52 -representatives of

Access to Information; Confidentiality. (a) Prior to From June 20, 2000 hereof until the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are give, and will cause each of the Companies to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives full access, subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject explicit third party contractual provisions relating to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the confidentiality and attorney-client privilege) , during normal business hours to the offices, properties, books and records of the Companies and to the books and records of Seller relating to the Companies, provided that any such access by Buyer shall not unreasonably interfere with respect to such booksthe conduct of the business by Seller and the Companies, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) furnish, and will cause each of the Companies to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any of the Companies as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller Parties or any of the Companies to cooperate with Buyer in its investigation of the Companies. No investigation by Buyer or other information received by Buyer shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain operate as a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person otherwise affect any representation, warranty or Persons as agreement given or made by Seller shall designatehereunder. (b) From After the Closing, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Companies, except to the extent that such information can be shown to have been in the public domain through no fault of Seller or its Affiliates. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Seller will afford promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closingwithout limitation, the Company and its Subsidiariesaccountant's work papers), on one handinformation, employees and the Seller Parties and their Affiliates (including, prior auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to any of the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Companies.

Access to Information; Confidentiality. (a) Prior to To the Closing Dateextent permitted by applicable Law, until the Closing, Seller Parties will provide shall, and shall cause its Subsidiaries to, permit Buyer and its authorized agents or Representatives with to have reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contractsrecords, Contracts and such financial (including working papers) and operating data of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and the Business Employees and other employees knowledgeable about the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities as Buyer may reasonably request, during regular business hours to review information and documentation and ask questions relative to the properties, books, Contracts and other records of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and information to conduct any other reasonable investigations; provided that (i) are subject to an attorney-client such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation any of confidentiality; providedits Subsidiaries, that (x) shall comply with the reasonable security, data privacy and data protection, and insurance requirements of Seller and its Subsidiaries and shall, in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such booksphysical visits, records, contracts, properties and information as is necessary to permit disclosure to Buyer and be at Buyer’s Representatives sole risk and expense (y) in the case of clause (ii) the provided that Seller Parties shall notify Buyer promptly if not, nor permit is Affiliates to, charge for any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationsuch access). All requests for access or information pursuant to this Section 5.2(a) the offices, properties, books and records of Seller and its Subsidiaries shall be directed made to such Person or Persons representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor any of its Subsidiaries, agents or Representatives acting on its behalf shall contact any of the employees (other than those set forth on Schedule 6.2 of the Disclosure Letter), customers, suppliers, partners, Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives of Seller (not to be unreasonably withheld, conditioned or delayed, and which may be provided via email). Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to (a) provide access to or disclose information where such access or disclosure would reasonably be expected to cause the waiver of any attorney-client privilege of Seller or such Subsidiaries or contravene any Law or binding agreement of Seller or such Subsidiaries (provided, that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not waive such privilege or contravene any applicable Law or binding agreement), (b) provide access to or disclose any document, communication or information related to the sale process with respect to the Business or any other potential transaction relating to the sale or divestiture of the Business, (c) provide access to personnel records of the Business Employees, including records relating to individual performance or evaluation records, medical histories or other information that Seller believes in good faith is sensitive information relating to personnel or the disclosure of which would reasonably be expected to subject Seller or any of its Subsidiaries to risk of liability (provided, that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in the sharing of sensitive information or reasonably risk liability) or (d) provide access to any property of Seller or its Subsidiaries for purposes of conducting any environmental sampling or testing. (b) The Parties expressly acknowledge and agree that this Agreement and the other Transaction Documents and their respective terms and all information, whether written or oral, furnished by either Party to the other Party or any Affiliate of such other Party, in connection with the negotiation of this Agreement or the other Transaction Documents or pursuant to this Section 6.2 shall be treated as “Evaluation Material” of such Party under that certain Mutual Non-Disclosure Agreement dated February 23, 2015 between the Parties (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, (i) to the extent permitted by applicable Law, the execution of this Agreement shall constitute written consent by Seller pursuant to the Confidentiality Agreement to all actions by the Buyer Related Parties expressly permitted or expressly required by this Agreement or the other Transaction Documents that would otherwise be restricted under the Confidentiality Agreement and (ii) any provision in the Confidentiality Agreement providing that Seller need not provide any information or Evaluation Material to Buyer or its Representatives (including Section 7 thereof) is superseded by this Agreement. (c) From and after the date hereofClosing Date, Buyer except as otherwise expressly provided in this Agreement or any other Transaction Document, Seller shall hold and shall cause its Affiliates Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives (and be responsible for any breach by its Representatives) to hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under the Signing Date Agreements or preparation of any Tax Returns required to be filed by it or as set forth in clause (A) of the final proviso of clause (ix) of Appendix A) without the prior written consent of Buyer, any and all Confidential Information related to Buyer, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business (including, without limitation, information provided to Seller following the Closing pursuant to this Agreement); provided, that Seller may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.2(c) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Seller and in respect of whose failure to comply with such obligations Seller will be responsible, (ii) if Seller, its Subsidiaries or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies, or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Seller shall to the extent practicable and permissible promptly notify Buyer of the existence of such request or demand and shall provide Buyer a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Buyer with respect thereto, at Buyer’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Seller may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Seller is advised by legal counsel it is legally required to disclose and shall, to the extent requested by Buyer, exercise reasonable efforts, at Buyer’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.2(c) shall not apply to information (A) to the extent relating to Seller’s or its Subsidiaries’ businesses other than the Business, (B) that is or becomes generally available to the public other than as a result of disclosure by Seller or an Affiliate or Representative thereof in breach of any confidentiality obligation, (C) that becomes available to Seller or an Affiliate thereof after the Closing Date on a non-confidential basis from a source other than Buyer or an Affiliate or Representative thereof (provided that such source is not known by Seller to be bound by any obligation of confidentiality to Buyer or any of its Subsidiaries) or (D) that Seller can establish by reasonable evidence is independently developed by Seller or any Affiliate thereof following the Closing without reference to or reliance upon Confidential Information of or relating to Buyer, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business (including, without limitation, information provided to Seller or an Affiliate or Representative thereof following the Closing pursuant to this Agreement). (d) From and after the ClosingClosing Date, the Company and its Subsidiaries)except as otherwise expressly provided in this Agreement or any other Transaction Document, on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, Buyer shall hold and shall cause its Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives (and be responsible for any breach by its Representatives) to hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under the Signing Date Agreements or preparation of any Tax Returns required to be filed by it) without the prior written consent of Seller, any and all Confidential Information related to the Excluded Assets, the Excluded Liabilities and/or the businesses of Seller (other than the Business); provided, that Buyer may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.2(d) and are informed of their respective obligation to hold such information confidential to the same extent as is applicable to Buyer and in respect of whose failure to comply with such obligations Buyer will be responsible, (ii) if Buyer, its Affiliates or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and Representatives regulations of any national securities exchange applicable to treat confidentially all non- publiclisted companies, or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Buyer shall to the extent practicable and permissible promptly notify Seller of the existence of such request or demand and shall provide Seller a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Seller with respect thereto, at Seller’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Buyer may disclose such confidential and proprietary informationinformation without Liability hereunder, including all notesbut shall furnish only that portion of such confidential and proprietary information that Buyer is advised by legal counsel it is legally required to disclose and shall, analysesto the extent requested by Seller, compilationsexercise reasonable efforts, studiesat Seller’s sole cost and expense, copies and other documents which contain or otherwise reflect to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.2(d) shall not apply to information (A) to the extent relating to the Business, the Purchased Assets, Purchased Shares, Purchased Entities, Purchased Minority Interests or the Assumed Liabilities, (B) that is or becomes generally available to the public other than as a result of disclosure by Buyer or an Affiliate or Representative thereof in breach of any confidentiality obligation, (C) that becomes available to Buyer or an Affiliate thereof on a non-confidential basis from a source other than Seller or an Affiliate or Representative thereof (provided that such source is not known by Buyer to it be bound by - 52 -any obligation of confidentiality to Seller or any of its Subsidiaries) or (D) that Buyer can establish by reasonable evidence is independently developed by Buyer or any Affiliate thereof without reference to or reliance upon Confidential Information of or relating to the Excluded Assets, the Excluded Liabilities and/or the businesses of Seller (other than the Business). Notwithstanding anything to the contrary herein, the provisions of Section 13 of the Confidentiality Agreement are hereby incorporated by reference herein as fully as if set forth herein in their entirety and such provisions shall apply mutatis mutandis and, as incorporated herein, shall not terminate upon termination of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Prior to the Closing Date, the Seller Parties will provide Buyer The Company and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all each of the Books Target Companies shall, and Records the Target Shareholders and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and ▇▇▇▇▇ shall cause the Company and the Target Companies shall cause their respective Target Companies to, throughout the period from the date hereof to the Effective Time, (i) provide Parent and its Subsidiaries Affiliates and their respective Representatives with full access, upon reasonable prior notice, during normal business hours to furnish to Buyer such information concerning all officers, employees, agents and accountants of the businessTarget Companies, the Company and their respective Subsidiaries, and their respective assets, properties, financial conditionbooks and records, but only to the extent that such access does not unreasonably interfere with the business and operations and senior personnel of the Target Companies, the Company and its their respective Subsidiaries, and (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other document filed or received by such Target Company, the Company or any of their respective Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority, and (y) all other information and data (including, without limitation, copies of contracts, Benefit Plans and other books and records) concerning the business and operations of the Target Companies, the Company and their respective Subsidiaries as Buyer Parent or any of such other persons reasonably may from time request. No investigation pursuant to time reasonably requestthis paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. (b) Parent will hold, other than any such propertiesand shall cause its Affiliates and their respective Representatives to hold, booksin strict confidence, contracts, records and information that unless (i) are subject compelled to an attorney-client disclose by judicial or administrative process or by other legal privilege requirements of applicable laws of governmental or regulatory authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of governmental or regulatory authorities); provided that might be impaired by to the extent reasonably practicable Parent shall provide the applicable Target Company and the Company with reasonable notice of such disclosure compelled disclosure, or (ii) are subject 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 Target Companies, the Company and their respective Subsidiaries furnished to an obligation it by such entities or their respective 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 (w) known by Parent, any of confidentiality; providedits Affiliates or any of their respective Representatives prior to disclosure by ▇▇▇▇▇, that the Target Company or the Company or their respective Representatives, as the case may be, (x) in the case public domain (either prior to or after the furnishing of clause (isuch documents or information hereunder) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss through no fault of the attorney-client privilege) with respect to such booksParent, recordsits Affiliates and its Representatives, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in later acquired by Parent, any of its Affiliates or any of their respective Representatives from another source if Parent, such Affiliate or such Representative is not aware, after due inquiry, that such source is under an obligation to ▇▇▇▇▇, the case Target Companies or the Company to keep such documents and information confidential or (z) independently developed by Parent or any of clause (ii) its Affiliates. In the Seller Parties shall notify Buyer promptly if any information event that this Agreement is being withheld in reliance on clause (ii) and terminated without the Seller Parties shall use commercially reasonable efforts to obtain a waiver transactions contemplated hereby having been consummated, upon the request of the applicable obligation. All requests for access Company, Parent will, and will cause its Representatives to, promptly redeliver or cause to be redelivered all copies of documents and information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after furnished by ▇▇▇▇▇, the date hereof, Buyer and its Affiliates (including, from and after the ClosingTarget Companies, the Company and or their respective Representatives to Parent, its Subsidiaries), on one hand, and the Seller Parties Affiliates and their Affiliates (including, prior Representatives in connection with this Agreement or the transactions contemplated hereby and destroy or cause to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including be destroyed all notes, memoranda, summaries, analyses, compilations, studies, copies compilations and other documents which contain writings related thereto or otherwise reflect such information, provided to it based thereon prepared by - 52 -Parent or its Representatives.

Access to Information; Confidentiality. (a) Prior to Until the Closing DateClosing, the Seller Parties will provide Buyer and its Representatives with reasonable accessSphinx shall, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company its Subsidiaries to, permit Arion and its Subsidiaries authorized agents or Representatives to furnish have reasonable access to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contractsrecords, Contracts and such financial (including working papers) and operating data of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and the Business Employees and other members of management of Sphinx knowledgeable about the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities as Arion may reasonably request, during regular business hours to review information and documentation and ask questions relative to the properties, books, Contracts and other records of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and information to conduct any other reasonable investigations; provided that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that investigation (x) in shall only be upon reasonable notice and shall not unreasonably disrupt the case personnel and operations of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement Sphinx or other arrangement to avoid loss any of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives its Subsidiaries and (y) in shall comply with the case reasonable security, data privacy and data protection and insurance requirements of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Sphinx and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationits Subsidiaries. All requests for access to the offices, properties, books and records of Sphinx and its Subsidiaries shall be made to such Representatives of Sphinx as Sphinx shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Arion nor any of its Affiliates, agents or Representatives acting on its behalf shall contact any of the employees (other than the individuals set forth on Schedule 6.3 of the Sphinx Disclosure Letter), customers, suppliers or partners of Sphinx or any of its Subsidiaries in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives of Sphinx (not to be unreasonably withheld, conditioned or delayed); provided that, for the avoidance of doubt, the foregoing shall not limit or restrict Arion, its Subsidiaries or Affiliates from communicating with any such Person in the ordinary course of business consistent with past practice. Notwithstanding the foregoing, neither Sphinx nor any of its Subsidiaries shall be required to (i) provide access to or disclose information where such access or disclosure would reasonably be expected to cause the waiver of any attorney-client privilege of Sphinx or such Subsidiaries or contravene any Law or binding agreement of Sphinx or such Subsidiaries (provided that Sphinx shall inform Arion as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not waive such privilege or contravene any applicable Law or binding agreement), (ii) provide access to or disclose any document, communication or information pursuant related to this the sale process with respect to the Business or any other potential transaction relating to the sale or divestiture of the Business, other than as provided in Section 5.2(a6.20, (iii) provide access to personnel records of the Business Employees, including records relating to individual performance or evaluation records medical histories or other information that Sphinx believes in good faith is sensitive information relating to personnel or the disclosure of which would reasonably be expected to subject Sphinx or any of its Subsidiaries to risk of liability (provided that Sphinx shall inform Arion as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in the sharing of sensitive information or reasonably risk liability) or (iv) provide access to any property of Sphinx or its Subsidiaries for purposes of conducting any invasive subsurface environmental sampling or testing without prior written consent (not to be directed to such Person unreasonably withheld, conditioned or Persons as Seller shall designatedelayed). (b) From The Parties expressly acknowledge and after agree that this Agreement and the date hereofother Transaction Documents and their respective terms and all information, Buyer and its Affiliates whether written or oral, furnished by either Party to the other Party or any Affiliate of such other Party, in connection with the negotiation of this Agreement or the other Transaction Documents or pursuant to this Section 6.3 shall be treated as “Confidential Information” of such Party under that certain Confidentiality Agreement dated September 15, 2016 between the Parties (including, as amended or modified from and after the Closingtime to time, the Company and its Subsidiaries“Confidentiality Agreement”). (c) Except as otherwise expressly provided in this Agreement or any other Transaction Document, on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, Sphinx shall hold and shall cause their respective Affiliates its Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives to treat confidentially hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under this Agreement, the preparation of any Tax Returns required to be filed by it or as set forth in clause (A) of the final proviso of clause (xi) of Appendix A) without the prior written consent of Arion, any and all non- publicConfidential Information related to Arion, the Purchased Assets, the Purchased Shares, the Assumed Liabilities and/or the Business; provided that Sphinx may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.3(c) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Sphinx and in respect of whose failure to comply with such obligations Sphinx will be responsible, (ii) if Sphinx, its Subsidiaries or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary informationinformation is made pursuant to clause (ii) above, including all notesSphinx shall to the extent practicable and permissible promptly notify Arion of the existence of such request or demand and shall provide Arion a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Arion with respect thereto, analysesat Arion’s sole cost and expense), compilationsand in the event such protective order or other remedy is not obtained, studiesSphinx may disclose such confidential and proprietary information without Liability hereunder, copies but shall furnish only that portion of such confidential and other documents which contain or otherwise reflect proprietary information that Sphinx is advised by legal counsel it is legally required to disclose and shall, to the extent requested by Arion, exercise reasonable efforts, at Arion’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.3(c) shall not apply to information to the extent relating to the Excluded Assets, Excluded Liabilities or Sphinx’s or its Subsidiaries’ businesses other than the Business. (d) Except as otherwise expressly provided in this Agreement or any other Transaction Document, Arion shall hold and shall cause its Subsidiaries to hold, and shall use its reasonable best efforts to cause its Representatives to hold, in strict confidence and not to disclose, release or use (except as may be necessary to enforce its rights as described in clause (iii) below, in connection with the performance of its obligations under this Agreement or preparation of any Tax Returns required to be filed by it) without the prior written consent of Sphinx, any and all Confidential Information related to the Excluded Assets, the Excluded Liabilities and/or the businesses of Sphinx (other than the Business); provided, that Arion may disclose, or may permit disclosure of, such information (i) to its Representatives who have a need to know such information for a purpose not prohibited by this Section 6.3(d) and are informed of their obligation to hold such information confidential to the same extent as is applicable to Arion and in respect of whose failure to comply with such obligations Arion will be responsible, (ii) if Arion, its Affiliates or its Representatives are required to disclose any such information pursuant to applicable Law or pursuant to the applicable rules and regulations of any national securities exchange applicable to listed companies or (iii) in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Documents or the transactions contemplated hereby and thereby. Notwithstanding anything to the contrary in the foregoing, in the event that any demand or request for disclosure of such confidential and proprietary information is made pursuant to clause (ii) above, Arion shall to the extent practicable and permissible promptly notify Sphinx of the existence of such request or demand and shall provide Sphinx a reasonable opportunity to seek an appropriate protective order or other remedy (and cooperate with Sphinx with respect thereto, at Sphinx’s sole cost and expense), and in the event such protective order or other remedy is not obtained, Arion may disclose such confidential and proprietary information without Liability hereunder, but shall furnish only that portion of such confidential and proprietary information that Arion is advised by legal counsel it is legally required to disclose and shall, to the extent requested by - 52 -Sphinx, exercise reasonable efforts, at Sphinx’s sole cost and expense, to preserve the confidentiality of such information. Notwithstanding anything to the contrary herein, this Section 6.3(d) shall not apply to information to the extent relating to the Business, the Purchased Assets, Purchased Shares, Purchased Entities, Purchased Minority Interests or the Assumed Liabilities.

Access to Information; Confidentiality. (a) Prior Except as may be necessary to comply with any Applicable Laws, from the date of this Agreement until the Closing Date, the Seller Parties will provide Companies shall (i) give Buyer and its Representatives with reasonable accessaccess to the records of Seller Companies relating to the HPG Business during normal business hours and upon reasonable prior notice, (ii) give Buyer and its Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice, (iii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the HPG Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of Seller Companies to provide reasonable cooperation to Buyer in its investigation of the HPG Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.02(a), from the date of this Agreement to the Closing Date Seller shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and financial reviews, investigations and studies as to the operation of the HPG Business, including any tax, operating or other efficiencies that may be achieved and (ii) give Buyer and its Representatives access upon reasonable notice at reasonable times during normal business hours, request to all information relating to the HPG Business. (b) For a period commencing on the Closing Date and ending on the date on which the Trademark License Agreement terminates in respect of the Books Black & Decker trademark, Seller Companies will treat and Records and all hold as conf▇▇▇▇▇▇al, any confidential information relating primarily to the operations or affairs of the properties and Employees HPG Business. In the event any Seller Companies are requested or required (by written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such confidential information, then Seller shall notify Buyer promptly of the Company request or requirement so that Buyer, at its expense, may seek an appropriate protective order or waive compliance with this Section 5.02(b). If, in the absence of a protective order or receipt of a waiver hereunder, any Seller Companies are, on the advice of counsel, compelled to disclose such confidential information, Seller Companies may so disclose the confidential information, provided that Seller Companies shall use their reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such confidential information. The provisions of this Section 5.02(b) shall not be deemed to prohibit the disclosure of confidential information relating to the operations or affairs of the HPG Business by any Seller Companies to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) in connection with any insurance claims, (iv) to the extent necessary to comply with any Applicable Laws or (v) to provide services to any Buyer Companies in accordance with the terms and its Subsidiaries and, during such periodconditions of any of the Transaction Documents. Notwithstanding the foregoing, the Seller Parties provisions of this Section 5.02(b) shall and shall cause the Company and its Subsidiaries not apply to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client is or becomes publicly available other legal privilege that might be impaired than as a result of a disclosure by such disclosure or any Seller Company, (ii) are subject is or becomes available to an a Seller Company on a non-confidential basis from a source that, to Seller's knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation of confidentiality; provided, that or (xiii) in is or has been independently developed by a Seller Company (other than solely for the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationHPG Business). All requests for access or information pursuant to this This Section 5.2(a5.02(b) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior not apply to the Closingdisclosure of confidential information concerning the household products businesses of Seller Companies headquartered in countries other than the Designated Countries or to the use, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential license or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -sale of Intellectual Property not constituting Transferred Assets.

Access to Information; Confidentiality. (a) Prior The Company shall, and shall cause its Subsidiaries to, afford to Purchaser and its accountants, counsel, financial advisors and other representatives, and to prospective debt lenders, placement agents, holders of at least 5% of Purchaser’s common stock and other equity sources, provided that such equity sources shall be reasonably acceptable to the Closing DateSellers and shall execute a confidentiality agreement on substantially identical terms as the Confidentiality Agreement (the “Approved Equity Sources”) and each of their respective representatives, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access during normal business hours upon reasonable notice at reasonable times during normal business hoursthroughout the period prior to the Closing, to all of the Books and Records and all of the their respective properties and Employees of facilities (including all real property owned or leased by the Company and or any of its Subsidiaries and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Sellers’ or the Company’s independent public accountants (with the consent of such independent public accountants), internal audit reports, and “management letters” from such accountants with respect to Sellers’ or Company’s systems of internal control), Contracts, commitments and records and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer promptly such information concerning the businessits businesses, properties, financial condition, operations properties and senior personnel of the Company and its Subsidiaries as Buyer may from time to time Purchaser shall reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in however, such investigation shall not unreasonably disrupt the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and BuyerCompany’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationoperations. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior Prior to the Closing, the Company shall generally keep Purchaser informed as to all material matters involving the operations and businesses of each of its Subsidiaries. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of such Subsidiary with representatives of Purchaser and its Subsidiariesprospective debt lenders or placement agents, holders of at least 5% of Purchaser’s common stock and Approved Equity Sources. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of the Confidentiality Agreement dated December 17, 2004, among Purchaser, the Company, DLJ Merchant Banking III, Inc., and AIG Global Investment Corp. (the “Confidentiality Agreement”), on the other handterms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with (i) seeking the Purchaser Required Statutory Approvals, shall the Company Statutory Approvals and shall cause their respective Affiliates the Sellers Required Statutory Approvals and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies (ii) completing the Debt Financing and other documents which contain or otherwise reflect such information, provided to it by - 52 -the Rights Offering.

Access to Information; Confidentiality. (a) Prior Except as may be deemed necessary to the Closing Date, the Seller Parties will provide Buyer ensure compliance with any Applicable Laws and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or any applicable privileges (ii) are subject to an obligation of confidentiality; providedincluding, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of without limitation, the attorney-client privilege), from the date of this Agreement until the Closing Date, Seller will, and will cause each other Seller Entity to, (i) give Buyer and its Representatives full access, to the extent reasonably requested by Buyer, to such Seller Entity's offices, properties, books and records during normal business hours and upon reasonable prior notice, (ii) permit Buyer and its Representatives to conduct environmental investigations with respect to such booksReal Property, recordsincluding, contractswithout limitation, properties sampling of air, water (including groundwater), soil and information as is necessary to permit disclosure building materials, during normal business hours and upon reasonable prior notice, (iii) furnish to Buyer and Buyer’s its Representatives such financial and operating data and other information regarding the Seller Entities and the Business as Buyer may reasonably request and (yiv) instruct its employees and Representatives to cooperate with Buyer in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver its investigation of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateBusiness. (b) From Except as may be deemed appropriate to ensure compliance with any Applicable Laws and subject to any applicable privileges (including, without limitation, the attorney-client privilege), on and after the date hereofClosing Date, Seller will, and will cause each other Seller Entity to, afford promptly to Buyer and its Affiliates Representatives reasonable access to its books and records during normal business hours and upon reasonable prior notice to permit Buyer to determine any matter relating to its rights and obligations under any of the Transaction Documents; provided that any such access by Buyer or its Representatives shall not unreasonably interfere with the conduct of the business of such Seller Entity. (including, from c) On and after the ClosingClosing Date, the Company and its Subsidiaries), on one handSeller will, and the will cause each other Seller Parties Entity to, hold, and their Affiliates (including, prior will use its reasonable best efforts to the Closing, the Company and cause its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially hold, in confidence, unless compelled to disclose by Applicable Law, all non- public, confidential information concerning any Buyer Entity or proprietary information, the Business (including all notes, analyses, compilations, studies, copies and other any confidential information or documents which contain or otherwise reflect such information, provided to it pursuant to Section 6.01), except to the extent that such information can be shown to have been (i) in the public domain through no fault of any Seller Entity or any of its Representatives or (ii) later lawfully acquired by - 52 any Seller Entity on a non-confidential basis from sources other than any Buyer Entity or any source related to such Seller Entity's prior ownership of part of the Business; but only to the extent that any such source is not bound by a confidentiality agreement with any Buyer Entity, Seller or any Affiliate of Seller. The obligation of each Seller Entity to hold any such information in confidence shall be satisfied if such Seller Entity exercises the same care with respect to such information as such Seller Entity would take to preserve the confidentiality of its own similar information.

Access to Information; Confidentiality. (a) Prior From the date of this Agreement to the Closing DateClosing, except for any information that is subject to attorney-client privilege or other privilege from disclosure or subject to a confidentiality agreement with a third party, the Seller Parties Sellers will provide and will cause the Companies to (i) give the Buyer and its Representatives with reasonable accessauthorized representatives access to all books, including access upon reasonable notice at reasonable times during normal business hoursrecords, personnel, accountants, offices and other facilities and properties of the Companies and their respective Subsidiaries or otherwise relating to the Business, (ii) permit the Buyer to make such copies and inspections thereof as the Buyer may reasonably request, and (iii) cause the Sellers’ and Companies’ officers, as applicable, to all furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Books Sellers’ or the Companies’ personnel and Records in such a manner as to maintain the confidentiality of this Agreement and all the transactions contemplated by this Agreement and not to interfere unreasonably with the operation of the properties and Employees businesses of the Company and its Subsidiaries and, during such periodSellers, the Seller Parties Companies or any of their respective Subsidiaries. (b) All such information and access shall be subject to the terms and shall conditions of the Confidentiality Agreement between the Buyer and PII dated April 23, 2007 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Agreement, none of the Sellers, the Companies or any of their affiliates will have any obligation to make available or provide to the Buyer or its representatives a copy of any consolidated, combined or unitary Tax Return filed by the Sellers or any of their affiliates (excluding the Companies), or any related material. (c) From and after the Closing, the Buyer will and will cause the Company Companies and its their Subsidiaries to furnish (i) give the Sellers and their authorized representatives reasonable access to Buyer such information concerning the businessall books, propertiesrecords, financial conditionpersonnel, operations accountants, offices and senior personnel other facilities and properties of the Company Companies and its their respective Subsidiaries or otherwise relating to the Business, (ii) permit the Sellers to make such copies and inspections thereof as the Sellers may reasonably request, and (iii) cause the Buyer’s and the Companies’ officers, as applicable, to furnish the Sellers with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request, other than any such propertiesin each case (A) to comply with reporting, booksdisclosure, contracts, records and information that (i) are subject to an attorney-client filing or other legal privilege that might be impaired requirements imposed on the Sellers (including under applicable securities Laws) by such disclosure a Governmental Entity having jurisdiction over the Sellers, (B) for use in any Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (iiC) are subject to an obligation comply with the obligations of confidentialitythe Sellers under this Agreement or the Transition Services Agreement, as the case may be; provided, however, that (x) in the case event that the Buyer determines that any such provision of clause (i) the Seller Parties will use their access or information could be commercially reasonable efforts to take such action (such as entering into a joint defense agreement detrimental, violate any Law or other arrangement to avoid loss of the agreement, or waive any attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary the parties shall take all reasonable measures to permit disclosure to Buyer and Buyer’s Representatives and (y) the compliance with such obligations in the case of clause (ii) the Seller Parties shall notify Buyer promptly if a manner that avoids any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access such harm or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateconsequence. (bd) From and after the date hereofThe Sellers acknowledge that, Buyer and its Affiliates (including, from and after subsequent to the Closing, they may be furnished with, receive or otherwise have access to, proprietary information of the Company and its SubsidiariesBuyer, the Companies or their Subsidiaries (collectively, “Buyer Proprietary Information”), on one hand, and the Seller Parties and their Affiliates (including, prior . Subsequent to the Closing, the Company Sellers shall not disclose, and shall maintain the confidentiality of, all Buyer Proprietary Information. The Sellers shall use at least the same degree of care to safeguard and to prevent the disclosure, publication, dissemination, destruction, loss or alteration of the Buyer Proprietary Information as they employ to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of their own information (or information of its Subsidiariescustomers) of a similar nature, but in no case less than reasonable care. Except as expressly provided herein, the Sellers shall not (A) use any Buyer Proprietary Information in any manner, (B) make any copies of any Buyer Proprietary Information, (C) acquire any right in or assert any Lien against any Buyer Proprietary Information, (D) sell, assign, transfer, lease, license or otherwise dispose of any Buyer Proprietary Information to third parties or commercially exploit any Buyer Proprietary Information, including through derivative works, or (E) refuse for any reason (including a default or breach of this Agreement by Buyer) to promptly provide any tangible embodiments of the Buyer Proprietary Information (including copies thereof) to Buyer if requested to do so, in the form reasonably requested. Except as may otherwise be provided in Section 4.2(c) or Section 4.7, none of the Buyer, the Companies and their Subsidiaries or any of their affiliates shall be obligated to disclose any Buyer Proprietary Information to the Sellers, and nothing contained in this Agreement shall be construed as granting to or conferring on the Sellers, expressly or impliedly, any right, title, interest or license to any Buyer Proprietary Information or any components thereof. (e) It is understood that the Sellers shall not have any liability or obligation hereunder with respect to any Buyer Proprietary Information that (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure or other act or omission by the Sellers or any of their affiliates or any of their respective representatives after the Closing), on or (ii) the other hand, shall and shall cause Sellers or any of their affiliates or any of their respective Affiliates representatives are legally required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by Law, governmental Proceeding, stock exchange rule or court order) to disclose. In the event that the Sellers or any of their affiliates or their representatives are requested or legally required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by Law, governmental Proceeding, stock exchange rule or court order) to disclose any of the Buyer Proprietary Information, the Sellers shall provide the Buyer with prompt written notice of such request or requirement (together with a copy of the material proposed to be disclosed) prior to any disclosure thereof, and Representatives the Sellers shall cooperate with the Buyer so that the Buyer may seek a protective order or other appropriate remedy or, if it so elects, waive compliance with this Section 4.2. In the event that such protective order or other remedy is not obtained, or the Buyer waives compliance with the provisions hereof, the Sellers or any of their affiliates or their representatives, as the case may be, may disclose only that portion of the Buyer Proprietary Information that is legally required to treat confidentially be disclosed, provided that the Buyer has been given a reasonable opportunity to review the specifics of such disclosure before it is made. The Sellers shall exercise all non- public, reasonable efforts to obtain assurance that confidential or proprietary information, including all notes, analyses, compilations, studies, copies treatment will be accorded the information so disclosed. Nothing provided in this Section 4.2 shall limit PII from disclosing financial and other documents which contain information with respect to the Companies or otherwise reflect the Business in satisfaction of its obligations as a publicly traded, exchange-listed company. (f) The Sellers will promptly request all persons who have heretofore executed a confidentiality agreement in connection with such informationpersons’ consideration of acquiring, provided directly or indirectly, the Business to it return or destroy all confidential information heretofore furnished to such persons by - 52 -or on behalf of the Sellers, or any affiliate thereof, and will, or will cause any affiliate a party thereto to, enforce all obligations of such persons and all rights and remedies of the Sellers or such affiliate under such confidentiality agreements.

Access to Information; Confidentiality. (a) Prior to The terms of the Closing DateConfidentiality Agreement between ABC-MART and LaCrosse continue in full force and effect, except as expressly modified by the Merger Agreement. During the period beginning on July 5, 2012, the Seller Parties date of the Merger Agreement (the “Agreement Date”), and ending at the time when ABC-MART’s designees have been elected to and constitute a majority of the LaCrosse Board, LaCrosse has agreed that it will, and will provide Buyer cause its subsidiaries, officers, directors and representatives to (i) give ABC-MART and its Representatives with officers, directors and representatives reasonable access, including access upon reasonable notice at reasonable times and during normal business hours, to all of the Books LaCrosse’s officers, directors and Records and all of the properties and Employees of the Company and its Subsidiaries andrepresentatives, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contractsrecords, records tax returns, financial reports, work papers and other documents relating to LaCrosse; (ii) provide ABC-MART and its officers, directors and representatives with copies of such documents as ABC-MART may reasonably request; and (iii) permit ABC-MART’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the officers and managers of LaCrosse responsible for LaCrosse’s financial statements and internal controls; provided, however, that neither LaCrosse nor any of its subsidiaries is required to provide access to or disclose information that (i) are subject to an if such disclosure would jeopardize its attorney-client privilege or other legal privilege violate any applicable law. Additionally, during the same period, LaCrosse has agreed that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; providedit will, that (x) in the case of clause (i) the Seller Parties and will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorneycause its subsidiaries, officers, directors and representatives to, give ABC-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer MART and its Affiliates (includingofficers, from directors and after representatives reasonable access, upon reasonable notice and during normal business hours, to any real property owned, leased or operated by LaCrosse or its subsidiaries for the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such informationpurpose of performing environmental site assessments, provided to it by - 52 -that such assessments will not involve any intrusive sampling without LaCrosse’s prior consent.

Access to Information; Confidentiality. Subject to the Confidentiality Agreement dated May 20, 1998, between NTL and Transferors (athe "Confidentiality Agreement"), and subject to restrictions contained in confidentiality or other agreements to which such party is subject (which such party will use its reasonable efforts to have waived) Prior and applicable law, Transferors undertake to NTL to procure that Diamond and its subsidiaries shall, and NTL undertakes to Transferors that it shall, and shall cause each of its subsidiaries to, afford to Transferors' Representative or NTL, as the case may be, and to the officers, employees, accountants, counsel, financial advisors and other representatives of Transferors' Representative or NTL, as the case may be, reasonable access during normal business hours during the period prior to the Closing DateDate to all the properties, the Seller Parties will provide Buyer books, contracts, commitments, personnel and records of Diamond and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all subsidiaries (where the undertaking is given by Transferors) and of the Books and Records and all of the properties and Employees of the Company NTL and its Subsidiaries subsidiaries (where the undertaking is given by NTL) and, during such period, the Seller Parties shall Transferors undertake to NTL to procure that Diamond and its subsidiaries shall, and NTL shall, and shall cause each of its subsidiaries to, furnish promptly to Transferors' Representative or NTL, as the Company case may be, (a) a copy of each report, schedule, registration statement and other document filed by Diamond or any of its Subsidiaries subsidiaries (where the undertaken is given by Transferors) or by NTL or any of its subsidiaries (where the undertaken is given by NTL) during such period pursuant to furnish to Buyer such the requirements of federal or state securities laws and (b) all other information concerning the business, properties, financial condition, operations properties and senior personnel of Diamond or any of its subsidiaries (where the Company and undertaken is given by Transferors) or of NTL or any of its Subsidiaries subsidiaries (where the undertaking given by NTL) as Buyer Transferors' Representative or NTL, as the case may from time to time be, may reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information No review pursuant to this Section 5.2(a) 5.1 shall affect any representation or warranty given by any party hereto. Transferors' Representative shall be directed entitled to such Person or Persons as Seller shall designate. (b) From disclose any information received by it pursuant to this Section 5.1 to the other Transferors. Each Transferor will and after the date hereofNTL will, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one handhold, and the Seller Parties and their Affiliates (includingwill use all reasonable efforts to cause its respective officers, prior to the Closingemployees, the Company and its Subsidiaries)accountants, on the other handcounsel, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies financial advisors and other documents which contain or otherwise reflect such informationrepresentatives and Affiliates to hold, provided to it by - 52 -any nonpublic information in accordance with the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Prior to During the Closing Date, period from the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior Agreement Date to the Closing, the Company agrees to permit the Parent and its Representatives to have full access at all reasonable times to the premises, business, personnel, properties, assets, financial statements, contracts, books, employment and other records and working papers of, and other relevant information pertaining to the Company and its Subsidiaries), on and to cause its officers and employees to furnish to the Parent and its Representatives, such financial and operating data and other information with respect to the business, properties and assets of the Company and its Subsidiaries, as the Parent may reasonably request; and the Company agrees to cause its officers, employees and its Subsidiaries' officers and employees to cooperate with the Parent and its representatives, agents, counsel and accountants in order to enable the Parent to become fully informed with respect to the business, earnings, financial condition, prospects, properties, assets, liabilities and obligations of the Company and its Subsidiaries. (b) Each party hereto will, subject to the terms hereof and the terms of any other applicable confidentiality agreement, contract or arrangement under which each such party is bound, hold, and will use its reasonable efforts to cause its respective Affiliates, officers, directors, employees and agents to hold, in strict confidence from any Person, and not to disclose, except to the extent, and only to the extent (i) compelled to disclose by judicial or administrative process (including, without limitation, in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of governmental authorities or by other requirements of law) (provided the party compelled to disclose provides the other handparty 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, shall all documents and shall cause their respective information concerning the other party or any of its Affiliates furnished to it by any other party or such other party's Affiliates, officers, directors, employees and Representatives agents pursuant to treat confidentially all non- publicor in connection with this Agreement or the transactions contemplated hereby, confidential except to the extent that such documents or proprietary information can be shown to have been (A) previously known by the party receiving such documents or information, including (B) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving party, or (C) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential. In the event this Agreement is terminated, upon the request of the other party, each party hereto will, and will cause its Affiliates, promptly (and in no event later than five (5) days after such request) to redeliver or cause to be redelivered all copies of documents and information furnished by the other party in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations, studies, copies compilations and other writings related thereto or based thereon prepared by the party that furnished such documents which contain and information or otherwise reflect its officers, directors and agents. For purposes of this Agreement (except for Section 2.23 hereof), "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such information, provided to it by - 52 -Person.

Access to Information; Confidentiality. The Seller shall, and -------------------------------------- shall cause the DMS Companies and the DMS Subsidiaries to, afford to the Purchaser and its officers, employees, accountants, counsel, financial advisors and other representatives reasonable access (asubject, however, to existing confidentiality and similar non-disclosure obligations) Prior during normal business hours and upon reasonable notice during the period prior to the Closing Date, the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books Seller's, the DMS Companies' and Records the DMS Subsidiaries' properties, books, contracts, commitments, Tax Returns and all records (but not its customer database) and shall permit them to consult with the respective officers, employees, auditors, actuaries and attorneys of the properties Seller, the DMS Companies and Employees of the Company and its Subsidiaries and, during DMS Subsidiaries. During such period, the Seller Parties shall shall, and shall cause the Company DMS Companies and its the DMS Subsidiaries to, furnish as promptly as practicable to furnish the Purchaser (a) the actuarial valuation opinions and reports referred to Buyer in Section 2.2(r)(i) and the analyses, reports and data referred to in Section 2.2(r)(ii) for the year ended December 31, 2000; and (b) such other information (subject, however, to existing confidentiality and similar non-disclosure obligations) concerning the business, Business and the DMS Companies' and the DMS Subsidiaries' properties, financial condition, operations and senior personnel of as the Company and its Subsidiaries as Buyer Purchaser may from time to time reasonably request. Except as required by Law, the Purchaser will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other than representatives and Affiliates to hold, any such propertiesnon- public information obtained from the Parent, booksthe Seller, contractsany DMS Company or any DMS Subsidiary in confidence to the extent required by, records and information that in accordance with the provisions of, the agreement, dated June 19, 2000, between First AUSA Life Company and the Parent (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege"Confidentiality Agreement") with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies confidentiality and other documents which contain or otherwise reflect such information, provided to it by - 52 -matters.

Access to Information; Confidentiality. (a) Prior to 1. From the date hereof until the Closing Date, the Seller Parties will provide Buyer a. give, and will cause its Representatives with Affiliates and each Strategix Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access, including access upon reasonable notice at reasonable times and during normal business hours, to all the offices, properties, books and records of the Books Strategix Companies and Records the Subsidiaries and all to the books and records of Seller relating to the Strategix Companies, the Subsidiaries, and the Strategix Assets and the Strategix Liabilities, b. furnish, and will cause each Strategix Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to any Strategix Company, any Subsidiary, any Strategix Asset or any Strategix Liabilities as such Persons may reasonably request and c. instruct the employees, counsel and financial advisors of Seller, each Strategix Company and each Subsidiary to cooperate with Buyer in its investigation of the properties and Employees of the Company and its Subsidiaries and, during such periodStrategix Companies, the Seller Parties Subsidiaries, the Strategix Assets and the Strategix Liabilities. Buyer shall not, and shall cause its counsel, financial advisors, auditors and other authorized representatives not to, interfere in any material respect with the Company conduct of the business of the Strategix Companies and the Subsidiaries and shall coordinate its review of the Strategix Companies, the Subsidiaries, the Strategix Assets and the Strategix Liabilities through Derek E. Dewan, Michael D. Abney, Marc M. Mayo and Robert P. Crouch. ▇▇▇▇▇▇ ▇▇ ▇rov▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ sen▇▇▇▇▇, ▇▇ ▇▇vesti▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇r other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Each of Buyer and Seller will cooperate in good faith to advise the other party promptly if it learns of any material breach of any representation or warranty of either party set forth in this Agreement; it being understood that if any of Erik Vonk, Shawn Poole, Jesse P. Schaudies, Jr. or Daryl Evans, with ▇▇▇▇▇▇▇ ▇o ▇▇▇▇▇, ▇▇▇ a▇▇ ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇chae▇ ▇. ▇▇▇▇▇, Marc M. Mayo or Robert P. Crouch, ▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ual ▇▇▇▇▇▇▇▇▇ ▇f br▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇sentation or warranty by the other party and Buyer or Seller, as the case may be, deliberately fails to notify the other party of that breach, then that party will not be entitled to indemnification for such breach of representation or warranty pursuant to Article 11 hereof. 2. After the Closing, Seller and its Subsidiaries Affiliates will hold, and will use their reasonable best efforts to furnish cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to Buyer such hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the businessStrategix Companies, propertiesthe Subsidiaries and the Strategix Assets, financial condition, operations and senior personnel except to the extent that such information can be shown to have been a. in the public domain through no fault of Seller or its Affiliates or b. later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company Strategix Companies, the Subsidiaries and its Subsidiaries as Buyer may from time to time reasonably requestthe Strategix Assets. 3. On and after the Closing Date, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure afford promptly to Buyer and Buyer’s Representatives its agents reasonable access, during normal business hours and (y) in the case upon reasonable notice, to its books of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) account, financial and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates other records (including, from without limitation, accountant's work papers), information, employees and after auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Strategix Companies, the Company and Subsidiaries or the Strategix Assets; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Affiliates.

Access to Information; Confidentiality. (a) Prior Subject to applicable Law, from the date of this Agreement until the Closing, the Company will (i) furnish or cause to be furnished to Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Closing Date, the Seller Parties will provide Buyer Business as Purchaser may reasonably request and (ii) afford Purchaser and its Representatives with reasonable full access, including access upon reasonable notice at reasonable times during normal business hourshours and upon reasonable notice, to all Sellers’ and the Indian Entity’s properties, facilities and personnel, provided, however, that such access will not unreasonably disrupt Sellers’ or the Indian Entity’s operations. Sellers and the Indian Entity will authorize and direct the appropriate employees of Sellers and the Books and Records and all of Indian Entity to discuss matters involving the properties and Employees of the Company Business with Purchaser and its Subsidiaries and, during such periodRepresentatives consistent with the preceding sentence. (b) After the Closing, the Seller Parties shall Sellers will hold, and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take cause their respective Representatives to hold, in confidence, all Confidential Information, except to the extent that such action information can be shown to have been (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (yi) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, public domain prior to the Closing, (ii) in the Company public domain at or after the Closing through no fault of any Seller or its Representatives, or (iii) later lawfully acquired by any Seller or their Affiliates or Representatives from sources other than those related to its prior ownership of the Business. The obligation of the Sellers to hold the Confidential Information in confidence after the Closing will be satisfied if the Sellers exercise the same care with respect to the Confidential Information as they would take to preserve the confidentiality of their own similar information in the ordinary course of business. Nothing in this Agreement will restrict the ability of any Seller to keep copies of any Confidential Information after the Closing, including copies of any and all books and records of the Business, to the extent required by applicable Law or for purposes of internal document retention policies. If, after the Closing, any Seller or any of its respective Representatives are legally required to disclose any Confidential Information, such Seller will (A) promptly notify Purchaser to permit Purchaser, at its expense, to seek a protective order or take other appropriate action and (B) cooperate as reasonably requested by Purchaser in Purchaser’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information, but only at Purchaser’s sole cost and expense. If, after the Closing and in the absence of a protective order, any Seller or any of its Representatives is compelled as a matter of Law to disclose Confidential Information to a third party, such Seller and its Subsidiaries)Representatives may disclose to the third party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed; provided, on however, that, prior to any such disclosure, such Seller and its Representatives will use good faith efforts to advise and consult with Purchaser and its counsel as to such disclosure and the other hand, shall nature and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect wording of such information, provided to it by - 52 -disclosure.

Access to Information; Confidentiality. (a) Prior Between the date of this Agreement and the Closing, each of the Sellers shall (i) give to the Closing Date, Parent and the Seller Parties will provide Buyer and its Representatives with reasonable access, including their respective authorized representatives access upon reasonable notice at reasonable times during normal business hours, to all books, records, offices and other facilities and properties of the Books Business; (ii) permit the Parent and Records the Buyer to make such inspections thereof as the Parent and all the Buyer may reasonably request; and (iii) cause the officers of each of the properties and Employees Sellers to furnish each of the Company Parent and its Subsidiaries and, during the Buyer with such period, financial and operating data and other information with respect to the Seller Parties shall business and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel properties of the Company Business as the Parent and its Subsidiaries as the Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and All information concerning either Seller or the Business furnished or provided by the Sellers, to either of the Parent or the Buyer or their respective representatives (whether furnished before or after the date hereofof this Agreement) shall be kept confidential by the Seller, Buyer and its Affiliates (including, from and after until the Closing, by the Company Buyer or the Parent; PROVIDED, THAT the Parent and its Subsidiaries)affiliates may disclose any information to the extent such disclosure is required in connection with any capital market transaction, on one handany filings required pursuant to applicable law or required by federal or state securities laws. (c) Each of the Sellers agrees to keep proprietary information regarding the Sellers, the Buyer and the Seller Parties Parent confidential and their Affiliates (including, prior to following the ClosingClosing will keep proprietary information regarding the Sellers, the Company Buyer and its Subsidiaries), on the other hand, shall Parent confidential and shall cause their respective Affiliates agree that they will only use such information in connection with the transactions contemplated by this Agreement and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect not disclose any of such information, provided except to it the extent disclosure is required in connection with the financing or required by - 52 -law, regulation or judicial order by any governmental authority. (d) Each of the Sellers agrees that so long as any books and records relating to the Business remain in existence and available and have not otherwise been delivered to the Buyer, the Buyer and the Parent shall have the right to inspect and to make copies of the same at any time during normal business hours for any proper purpose, and that, to the extent any such books and records have not otherwise been delivered to the Buyer, any such Seller will not destroy or dispose of any books or records relating to the Business existing as of the Closing Date without first offering to provide such books or records to the Buyer. (e) Each of the Sellers shall deliver or make available to the Buyer any documents which the Buyer shall request in order that the Buyer may obtain title insurance on surveys for each of the Real Properties.

Access to Information; Confidentiality. (a) Prior During the Interim Period, upon reasonable prior notice and subject to applicable Laws, the Sellers shall, and shall cause Epic Operating (with respect to the Closing DateBusiness) and each of the Target Companies to, afford to the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hourshours to Epic Operating’s and the Target Companies’ Assets, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such propertiesfacilities, books, contractsContracts and records (in each case, records whether in physical or electronic form), officers, employees, accounting firms, counsel, financial advisors and information that (i) are subject other Representatives, in each case, solely for the purpose of facilitating the consummation of the Transactions and the operation or integration of the Business after Closing. Notwithstanding any other provision of this Agreement to an attorney-client the contrary, none of the Buyer’s rights to access under this Agreement shall include the collection, testing or analysis of samples, or any subsurface or other legal privilege that might be impaired by such disclosure invasive or (ii) are subject to an obligation intrusive investigation, of confidentiality; providedenvironmental media, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement property or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateBusiness Assets. (b) From and This Section 6.2 shall not require the Sellers or their Affiliates to permit any access, or to disclose any information which the Sellers reasonably determine, after consulting with external counsel: (i) (A) that they or the date hereofTarget Companies are prohibited from providing to the Buyer by applicable Law (including any applicable Law relating to antitrust issues); (B) the disclosure of which would reasonably be expected to jeopardize any applicable privilege (including the attorney-client privilege or the work-product doctrine) available to the Sellers, Buyer and its Affiliates any Target Company or any of their respective Affiliates; or (includingC) that the Sellers or any Target Company are required to keep confidential by reason of any Contract with any Third Party; (ii) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions of such documents) or other information, from and after as determined by legal counsel to the ClosingSellers or the Target Companies, would reasonably be expected to result in regulatory concerns under applicable Antitrust Laws for the Sellers, the Company and its Subsidiaries)Target Companies or any of their respective Affiliates; (iii) any information that constitutes or contains any trade secrets, proprietary information, know how or inventions; (iv) relating to any potential sale of any of the Target Companies or the Business to any other Person, including with respect to bids, the identity of any bidder, confidentiality or nondisclosure agreements, letters of intent, expressions of interest or other proposals received in connection with any such transactions; or (v) if the Sellers, the Target Companies or any of their respective Affiliates, on the one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and Buyer or any of its Subsidiaries)Affiliates, on the other hand, are adverse parties in a Proceeding such information is deemed reasonably pertinent to such Proceeding, provided, that the Sellers and their Affiliates shall cooperate with any reasonable requests for, and use commercially reasonable efforts to make, waivers or reasonable and appropriate substitute disclosure arrangements (including redacting information or entering into joint defense arrangements), in each case, that would enable the applicable disclosure under circumstances in which the restrictions of the preceding sentence apply. (c) The access and inspection of the Target Companies by the Buyer or its Representatives shall cause be conducted: (i) in accordance with all applicable Laws and the Target Companies’ safety rules, regulations, operating policies and instructions including any customary insurance requirements that any Target Company may reasonably impose, which Buyer may satisfy through self-insurance; and (ii) in such manner as not to unreasonably interfere with the business or operations of the Sellers or the Target Companies. Notwithstanding anything to the contrary in this Section 6.2, the Buyer’s inspection rights of the Business Assets granted under this Section 6.2 shall be strictly limited to “Phase I” environmental assessments or other similar visual assessments. None of the Sellers, any Target Company or any of their respective Affiliates make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.2. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not have access to, and shall not be permitted to conduct any inspections with respect to, any Asset with respect to which the Seller Group or the Target Companies do not have the authority to grant access. The Buyer acknowledges and agrees that neither Sellers nor the Target Companies can covenant or warrant that Buyer will be granted access to any Assets operated or owned by Third Parties. (d) If the Buyer exercises its rights of access under this Section 6.2, or conducts examinations or inspections under this Section 6.2, then: (i) (A) such access, examination and inspection will be at the Buyer’s sole risk, cost and expense, subject to this Section 6.2(d); (B) any conclusions made from any examination done by the Buyer or any of the Buyer’s Representatives to treat confidentially shall result from Buyer’s own independent review and judgment; and (C) except as contemplated by Section 6.2(d)(iii), the Buyer waives and releases, on behalf of itself and each Person undertaking any such examination or inspection on Buyer’s behalf, all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies Losses and other documents which contain claims against the Sellers, the Target Companies or otherwise reflect their respective Representatives (collectively, the “Inspection Indemnitees”) arising in any way or in any way related to the granting of any such informationaccess or the undertaking of any such examination or inspection; and (ii) except to the extent of an Inspection Indemnitee’s Fraud, provided gross negligence or willful misconduct, the Buyer will indemnify, defend and hold harmless the Sellers, the Target Companies and their respective Representatives (the “Inspection Indemnitees”) from and against any and all Losses and other claims (but excluding, in each case, any and all consequential, special, indirect, exemplary, or punitive damages, except to it by - 52 the extent such damages are owed to Third Parties pursuant to a final, non-appealable Order) of any kind or character arising out of the granting of any such access or the undertaking of any such examination or inspection and (iii) each Seller will indemnify, defend and hold harmless Buyer, its Affiliates (including, after the Closing, the Target Companies) and their respective Representatives from and against any and all Losses and other claims (but excluding, in each case, any and all consequential, special, indirect, exemplary, or punitive damages, except to the extent such damages are owed to Third Parties pursuant to a final, non-appealable Order) of any kind or character arising out of the Fraud, gross negligence or willful misconduct of such Seller, its Affiliates or their respective directors, officers and employees in connection with the granting of any such access or the undertaking of any such examination or inspection. THE

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Seller will (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access to the Seller Parties will provide Buyer and its Representatives with reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessoffices, properties, financial condition, operations books and senior personnel records of the Company Seller and its Subsidiaries as Buyer may from time Affiliates relating to time reasonably requestthe Business, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject furnish to an obligation Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of confidentiality; provided, that (x) Seller and its Affiliates to cooperate with Buyer in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss its investigation of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationBusiness. All requests for access or information Any investigation pursuant to this Section 5.2(a) shall be directed conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. Without limiting the generality of the foregoing, Buyer and its agents, employees, consultants and contractors shall have the right to enter the Real Property to conduct physical inspections, and to perform such Person or Persons soil, engineering, geologic and other tests and inspections, as Seller Buyer shall designatedeem suitable, provided, however, that any tests and inspections pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. (b) From After the Closing, Seller and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Business, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or its Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Business. The obligation of Seller and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, subject to Applicable Law, Seller and its Affiliates will afford promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closing, the Company and its Subsidiariesincluding accountant’s work papers), on one handinformation, employees and the Seller Parties and their Affiliates (including, prior auditors to the Closingextent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company and its Subsidiaries), on Business; provided that any such access by Buyer shall not unreasonably interfere with the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -conduct of the business of Seller.

Access to Information; Confidentiality. (a) Prior to Between the date hereof and the Closing Date, the Seller Parties Company will provide Buyer (i) give Parent and its Representatives with authorized representatives (including counsel, financial advisors and accountants) and the lenders to Parent and Amalgamation Sub (and their counsel and advisors) reasonable access, including access upon reasonable notice at reasonable times during normal business hours, hours to all of the Books key employees, and Records key facilities and to all of the properties books and Employees records of the Company and its Subsidiaries and, during such period, and which access shall be subject to the Seller Parties shall and shall cause reasonable security procedures of the Company and its Subsidiaries and (ii) cause the Company’s officers and key employees and those of its Subsidiaries and its auditors, counsel and financial advisors to cooperate with Parent in its investigation of the business of the Company and its Subsidiaries and to furnish Parent and its authorized representatives and the lenders to Buyer Parent (and their counsel and advisors) with such financial and operating data and other information concerning with respect to the business, properties, financial condition, operations properties and senior personnel of the Company and its Subsidiaries as Buyer Parent may from time to time reasonably request; provided, other than however, that the Company may withhold (A) any such properties, books, contracts, records and document or information that is subject to the terms of a confidentiality agreement with a third party, (iB) any document or information, if such disclosure would violate applicable Law or (C) such portions of documents or information that are subject to an attorney-client or other legal privilege that might be impaired and the provision of which, as determined by such disclosure or (ii) are subject to an obligation of confidentiality; providedCompany’s counsel, that (x) in may eliminate the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect privilege pertaining to such booksportion of such documents, recordsin each case, contracts, properties and information as is necessary only after the Company has endeavored in good faith to enter into arrangements or obtain consents or waivers that would permit disclosure the Company to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access make such document or information pursuant available to this Section 5.2(a) shall be directed Parent, but has failed to enter into such Person arrangements or Persons as Seller shall designateobtain such consents or waivers. (b) From Each of Parent and after Amalgamation Sub will hold and will cause its authorized representatives (including the date hereof, Buyer lenders to Parent and its Affiliates (including, from Amalgamation Sub and after the Closing, their counsel and advisors) to hold in confidence all documents and information concerning the Company and its Subsidiaries), on one hand, Subsidiaries furnished to Parent or Amalgamation Sub in connection with the transactions contemplated by this Agreement pursuant to the terms of the Confidentiality Agreement between Parent and the Seller Parties and their Affiliates Company, dated January 8, 2008 (including, prior to the Closing, the Company and its Subsidiaries“Confidentiality Agreement”), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior Upon reasonable notice, Symetra will, and will cause each of the Symetra Subsidiaries to, afford to the Closing Date, the Seller Parties will provide Buyer Sumitomo and its Representatives with directors, officers, employees, accountants, auditors, counsel, financial advisors, consultants, financing sources and other advisors or representatives (collectively, “Representatives”) reasonable access, including access upon reasonable notice at reasonable times during normal business hours, hours to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer may from time to time reasonably request, other than any such respective properties, books, contractsrecords (including Tax records), records Contracts, commitments and information that personnel of Symetra and the Symetra Subsidiaries and will furnish, and will cause to be furnished, as promptly as practicable to Sumitomo and its Representatives (i) are subject to an attorney-client a copy of each material report, including all Symetra Statutory Statements, filed or other legal privilege that might be impaired by such disclosure or submitted with insurance regulatory authorities after the date of this Agreement and (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or all other arrangement to avoid loss of the attorney-client privilege) information with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Symetra and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access Symetra Subsidiaries, as applicable, as Sumitomo or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateits Representatives may reasonably request. (b) From Without limiting the generality of the foregoing, Symetra will, and after will cause each of the date hereofSymetra Subsidiaries to, Buyer afford to Sumitomo and its Affiliates Representatives reasonable access during normal business hours to the respective properties, books, records (includingincluding Tax records), from Contracts, commitments and after personnel of Symetra and the ClosingSymetra Subsidiaries for the purpose of integrating the financing reporting of Symetra and Sumitomo effective as of the Closing Date. (c) Notwithstanding Section 6.04(a), Symetra will not be required to permit any inspection, or to disclose any information, that in the reasonable judgment of Symetra would (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege or other legal privilege (subject to reasonable cooperation between the Parties with respect to entering into appropriate joint defense, community of interest or similar agreements or arrangements with respect to the preservation of such privileges) or (iii) result in the disclosure of any Trade Secrets of third parties or violate any of its obligations with respect to confidentiality. Without limiting the foregoing, in the event that Symetra does not provide access or information in reliance on the immediately preceding sentence, it will provide notice to Sumitomo that it is withholding such access or information and will use reasonable efforts to communicate, to the extent feasible, the Company and its Subsidiaries)applicable information in a way that would not violate the applicable Law, on one hand, and the Seller Parties and their Affiliates Contract or obligation or risk waiver of such privilege. (including, prior d) All information furnished pursuant to this Section 6.04 or otherwise pursuant to this Agreement will be subject to the Closingconfidentiality agreement dated as of March 10, 2015 between Symetra and Sumitomo (the Company and its Subsidiaries“Confidentiality Agreement”). No investigation pursuant to this Section 6.04 will affect the representations, on warranties or conditions to the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -obligations of the Parties contained in this Agreement.

Access to Information; Confidentiality. (a) Prior From the date hereof to the Closing DateEffective Time, upon reasonable prior written notice, and subject to applicable law, the Seller Parties will provide Buyer Company (i) shall, and shall cause its subsidiaries, officers, directors and employees to, afford the officers, employees, counsel, accountants, financial representatives and other authorized representatives (the "Representatives") of Parent and representatives of the financial institutions providing financing and their counsel, accountants and other representatives (collectively, the 34 28 "Financing Representatives") and Representatives of any Person which has entered into an agreement with Parent with respect to purchasing certain assets and subsidiaries of the Company from Parent after consummation of the Merger (such Representatives, the "TP Representatives" and the transaction contemplated by such agreement, the "Subsequent Transaction") reasonable access, including access upon reasonable notice at reasonable times during normal business hours, to all of the Books their respective properties, books, contracts and Records and all of the properties and Employees of the Company and its Subsidiaries records and, during such period, shall furnish promptly to Parent all information concerning their respective businesses, properties and personnel as may reasonably be requested in connection with the Seller Parties shall transactions contemplated by this Agreement, including the financing and shall the Subsequent Transactions; (ii) subject to applicable law relating to the exchange of information, furnish and cause its subsidiaries to furnish, to Parent, Parent's Representatives, the Financing Representatives and the TP Representatives such financial and operating data and other information relating to the Company or any of its subsidiaries as such persons may reasonably request; and its Subsidiaries to furnish to Buyer such information concerning (iii) instruct the businessemployees, properties, counsel and financial condition, operations and senior personnel advisors of the Company and its Subsidiaries as Buyer may from time subsidiaries to time reasonably requestcooperate with Parent, other than Parent's Representatives, the Financing Representatives and the TP Representatives in connection with the foregoing; provided that the foregoing shall not require any such propertiesentity to permit any inspection, books, contracts, records and information that (i) are subject or to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provideddisclose any information, that (x) in its reasonable judgment would result in the case disclosure of clause (i) the Seller Parties will use their commercially reasonable efforts to take any trade secrets of third parties or violate any such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) entity's obligations with respect to confidentiality if such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties entity shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts have attempted to obtain a waiver the consent of such third party to such inspection or disclosure. Any investigation pursuant to this Section shall be conducted in such manner as to not unreasonably interfere with the conduct of the applicable obligationbusiness of the Company or its subsidiaries. No investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company. All requests for access or information made pursuant to this Section 5.2(a) 6.4 shall be directed to an executive officer of the Company or such Person or Persons as Seller shall designatemay be designated by such officers. (b) From The Company acknowledges that Parent may need to cause an information memoranda to be prepared and after used in connection with consummation of certain financing transactions, and agrees to use its reasonable best efforts to furnish Parent with reasonable access to, and to cause the date hereofcooperation of, Buyer all personnel reasonably requested by Parent to assist in arranging, consummating and obtaining any such financing, and using its Affiliates reasonable best efforts to cause its management to participate in such meetings with third parties as Parent may reasonably request; provided that Parent shall provide the Company with drafts of any such information memoranda reasonably in advance of any proposed circulation thereof. In addition, the Company agrees to (includingi) request its accountants, from at Parent's request and after expense, to consent to the Closinginclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda relating to such financing and (ii) at the reasonable request of Parent, (A) enter into such agreements and use reasonable best efforts to deliver such officers certificates and opinions as are customary in such a financing and as are, in the good faith determination of the persons executing such certificates or opinions, accurate and (B) pledge, grant security interests in and otherwise grant liens on its assets pursuant to such agreements; provided that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time. (c) Each of Parent and Purchaser will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries)subsidiaries furnished to Parent or Purchaser in connection with the transactions contemplated in this Agreement in accordance with the Confidentiality Agreement, on one handdated June 28, and the Seller Parties and their Affiliates (including2000, prior to the Closing, between the Company and Reed ▇▇▇evier 35 29 PLC, which Confidentiality Agreement shall remain in full force and effect in accordance with its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -terms.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Delta will (i) cause ASAH and the Seller Parties will provide Company, respectively, to give Buyer and its Representatives with counsel, financial advisors, auditors and other authorized representatives reasonable accessaccess to the offices, properties (including access upon reasonable notice at reasonable times during normal business hoursaircraft and engines but excluding any sampling of environmental media or building materials), to all of the Books books and Records and all of the properties and Employees records of the Company and its Subsidiaries and, during such period, to the Seller Parties shall books and shall cause records of ASAH relating to the Company (including log books and its Subsidiaries maintenance records), (ii) cause ASAH and the Company to furnish to Buyer such information concerning the business, propertiesand its counsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Sellers or the Company and to cooperate with Buyer in its Subsidiaries as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss investigation of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligationCompany. All requests for access or information Any investigation pursuant to this Section 5.2(a) 5.02 shall be directed conducted during normal business hours and in such manner as not to such Person interfere unreasonably with the conduct of the business of the Sellers or Persons as Seller the Company. Notwithstanding the foregoing, Buyer shall designatenot have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information which in Delta’s good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability. (b) From After the Closing, Sellers and their Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by either Seller, (ii) in the public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by any Seller from sources other than those related to its prior ownership of the Company. The obligation of Sellers and their Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Delta will afford, and will cause ASAH to afford, promptly to Buyer and its Affiliates agents reasonable access to its books of account, financial and other records (including, from and after the Closing, the Company and its Subsidiariesincluding accountant’s work papers), on one handinformation, employees and the Seller Parties and their Affiliates (including, prior auditors to the Closingextent reasonably necessary for Buyer in connection with any audit, investigation, dispute or litigation (other than any dispute or litigation involving either of the Company and its SubsidiariesSellers) relating to the Business (but excluding any confidential information regarding Delta’s contractual arrangements with the Company), on the other hand, ; provided that any such access by Buyer shall be conducted during normal business hours and shall cause their respective Affiliates not unreasonably interfere with the conduct of the business of the Sellers, Buyer shall bear all of the out-of-pocket costs and Representatives to treat confidentially all non- publicexpenses (including reasonable attorneys’ fees, confidential but excluding reimbursement of Delta or proprietary informationASAH for general overhead, including all notes, analyses, compilations, studies, copies salaries and other documents which contain or otherwise reflect such information, provided to it by - 52 -employee benefits) reasonably incurred in connection with the foregoing.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, the Seller Parties will provide Group shall, and shall cause its Affiliates to, (i) give Buyer and its Representatives with reasonable accessAffiliates and their respective counsel, including financial advisors, auditors and other authorized representatives full access upon reasonable notice at reasonable times during normal business hoursto offices, properties, books and records relating to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such periodBusiness, the Seller Parties shall Group Company Assets and shall cause the Company and its Subsidiaries to Group Companies, (ii) furnish to Buyer such information concerning the business, propertiesand its Affiliates and their respective counsel, financial conditionadvisors, operations auditors and senior personnel other authorized representatives such financial and operating data and other information relating to the Business, the Group Company Assets and the Group Companies as such Persons may reasonably request and (iii) instruct employees, counsel and financial advisors to cooperate with Buyer and its Affiliates in their investigation of the Business, the Group Company Assets and the Group Companies, provided that any such access by Buyer and its Subsidiaries as Affiliates shall not unreasonably interfere with the conduct of the business of the Group Companies. No investigation by Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or its Affiliates or other legal privilege that might be impaired information received by such disclosure Buyer or (ii) are subject to an obligation of confidentiality; provided, that (x) in its Affiliates before the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such Closing shall operate as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Group hereunder or any Affiliates of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateGroup under any other Transaction Documents. (b) From After the Closing, Seller Group and its Affiliates will hold, and will use their best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by Applicable Law, all confidential documents and information concerning the Business, the Group Company Assets and the Group Companies, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by Seller Group, (ii) in the public domain through no fault of Seller Group, (iii) later lawfully acquired by Seller Group from sources not under any obligations to keep such information confidential to Buyer or its Affiliates. The obligation of Seller Group to hold any such information in confidence shall be satisfied if it exercise the same care with respect to such information as it would take to preserve the confidentiality of their own similar information. (c) On and after the date hereofClosing Date, Seller Group will, and will cause its Affiliates to, afford promptly to Buyer and its Affiliates and their agents reasonable access to their books of account, financial and other records (includingincluding accountant’s work papers), from information, employees and after auditors to the Closingextent necessary or useful for Buyer or its Affiliates in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business, the Group Company and Assets or the Group Companies; provided that any such access by Buyer or its Subsidiaries), on one hand, and Affiliates shall not unreasonably interfere with the conduct of the business of Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -Group.

Access to Information; Confidentiality. (a) Prior Seller will (i) cause the Acquired Company and the Subsidiaries to permit representatives of the Closing Date, the Seller Parties will provide Buyer and its Representatives with Purchaser to have reasonable access, including access upon reasonable notice at reasonable times during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company and the Subsidiaries, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businesspremises, properties, financial conditionpersonnel, operations books, records (including Tax records and senior personnel accountants' work papers), Contracts and documents of or pertaining to the Acquired Company or any Subsidiary; (ii) furnish Purchaser and its Subsidiaries advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer Purchaser may from time to time reasonably request, (iii) furnish Purchaser and its advisors with such additional existing financial, operating and other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties data and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives Purchaser may reasonably request, and (yiv) make available to Purchaser and its advisors, upon reasonable advance notice and during normal business hours, and in a manner so as not to interfere with the case normal business operations of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) Acquired Company and the Seller Parties shall use commercially reasonable efforts to obtain a waiver Subsidiaries, the officers of the applicable obligationAcquired Company or any Subsidiary, as Purchaser may reasonably request. All requests for access or The confidentiality of all such documents and information pursuant to this Section 5.2(a) furnished in connection with the Contemplated Transactions shall be directed to such Person or Persons as Seller shall designategoverned by the terms of the Confidentiality Agreement. (b) Purchaser agrees (i) to hold all of the books and records of the Acquired Company and the Subsidiaries (other than books and records relating to Tax matters, the retention of which shall be governed by Section 5.10(b) hereof) existing and in possession of the Acquired Company or the Subsidiaries on the Closing Date, not to destroy or dispose of any such books or records except in accordance with the Acquired Company's general document retention policies (copies of which policies will be provided to Seller upon request), and prior to the destruction or disposal of any such books and records, to surrender them to Seller (or its successors or assigns) or to allow Seller (or its successors or assigns) to make copies of such books and records, and (ii) following the Closing Date, to afford Seller (or its successors or assigns), its accountants, representatives and counsel, during normal business hours, and in a manner so as not to interfere with the normal business operations of the Acquired Company or the Subsidiaries, reasonable access to such books, records and other data and to the employees of Purchaser and the Acquired Company and the Subsidiaries at no cost to Seller (other than for reasonable out-of-pocket expenses of Purchaser, the Acquired Company or the Subsidiaries in providing such books, records and employees) to the extent that such access may be requested for any legitimate business purpose. Notwithstanding the foregoing, books and records relevant to a Proceeding between a Purchaser or Seller shall be subject to production only in accordance with the discovery procedures relating to such Proceeding. (c) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, and subject to the Company requirements of applicable Law, any securities exchange on which the securities of Seller or its Affiliates are listed or any Third-Party Claim or Direct Claim, Seller and its Subsidiaries), on one handParent shall keep secret and retain in confidence, and not use for the benefit of Seller, Parent or any Person other than Purchaser, all confidential matters and trade secrets known to Seller Parties and their Affiliates (including, prior or Parent relating to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary informationBusiness, including all notes, analyses, compilations, studies, copies books and other documents which contain or otherwise reflect such information, provided records referred to it by - 52 -in Section 5.02(b) and information made available to Seller pursuant to Section 1.05(a).

Access to Information; Confidentiality. (a) Prior From the date of this Agreement to the Closing DateEffective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Seller Parties will provide Buyer Company shall, shall cause its subsidiaries to, and shall direct, and use its commercially reasonable efforts to cause, its and its Representatives with subsidiaries' officers, directors, employees, auditors and other representatives to, afford the officers, employees, auditors and other representatives of Parent and the prospective lenders and other parties involved in the Financing reasonable access, including access upon reasonable notice at all reasonable times during normal business hoursto its officers, to all of the Books and Records and all of the properties and Employees of the Company and its Subsidiaries and, during such period, the Seller Parties shall and shall cause the Company and its Subsidiaries to furnish to Buyer such information concerning the businessemployees, properties, financial conditionoffices, operations plants and senior personnel of other facilities and to all books, records and information, and shall furnish Parent and the Company prospective lenders and other parties involved in the Financing with all financial, operating and other data and information as Parent and the prospective lenders and other parties involved in the Financing, through its Subsidiaries as Buyer officers, employees or representatives, may from time to time reasonably request. Notwithstanding the foregoing, other than any such properties, books, contracts, records and investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required to provide access to or to disclose information that (i) are subject to an where such access or disclosure would jeopardize the attorney-client privilege of the Company or other legal privilege its subsidiaries or contravene any Law in any material respect (it being agreed that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will parties shall use their commercially reasonable efforts to take cause such action (information to be provided in a manner that does not cause such as entering into a joint defense agreement violation or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designatejeopardization). (b) From Each of Parent and after the date hereofMerger Sub will hold and treat and will cause its officers, Buyer employees, auditors and its Affiliates (including, from other representatives to hold and after the Closing, treat in confidence all documents and information concerning the Company and its Subsidiaries)subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, on one handdated October 14, and the Seller Parties and their Affiliates (including2004, prior to the Closingas amended, between the Company and Parent (the "Confidentiality Agreement"). The Company will hold and treat and will cause its Subsidiaries)officers, on the employees, auditors and other hand, shall representatives to hold and shall cause their respective Affiliates and Representatives to treat confidentially in confidence all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies public documents and other documents which contain or otherwise reflect such information, provided information concerning Parent and its subsidiaries furnished to it the Company in connection with the transactions contemplated by - 52 -this Agreement in accordance with the Confidentiality Agreement. The Company and Parent agree that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Prior From the date hereof to the Closing Date, the Seller Parties Jadco will provide Buyer and its Representatives with reasonable access(i) afford to representatives of Photocomm, including access upon reasonable notice at reasonable times its counsel and auditors, during normal business hours, access to all of the Books and Records any and all of the properties Assets and Employees information with respect to the business (except as respects certain proprietary and technical information designated by Jadco) so that Photocomm may have a reasonable opportunity to make such a full investigation of the Company Assets and its Subsidiaries andof the business in advance of the Closing Date as it shall reasonably desire, during such period, the Seller Parties shall and shall (ii) cause the Company directors and its Subsidiaries officers of Jadco to confer with representatives of Photocomm and will furnish to Buyer Photocomm, either orally or by means of such records, documents, and memoranda as are available or reasonably capable of preparation, such information concerning the business, properties, financial condition, operations and senior personnel of the Company and its Subsidiaries as Buyer Photocomm may from time to time reasonably request, other than and Jadco will furnish to Photocomm's auditors all consents and authority that they may reasonably request in connection with any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired examination of Jadco by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designatePhotocomm. (b) From Photocomm hereby acknowledges that some of the information to be provided by Jadco has been designated as confidential and after proprietary (the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and its Subsidiaries"Confidential Information"), on one hand. Photocomm hereby agrees that it will keep in confidence all Confidential Information that has been or may be provided by Jadco, and that Photocomm will use the Seller Parties same for the sole purpose of completing its due diligence inquiry of Jadco. Photocomm hereby agrees not to disclose the Confidential Information to any person except those of its employees and their Affiliates advisors who have a reasonable need to know such information to advise Photocomm in connection with the transactions contemplated hereby. This Section 8.1(b) shall be inoperative as to such portions of Confidential Information which (includingi) are or become generally available to the public, other than as a result of a disclosure by Photocomm or its employees or advisors; (ii) become available to Photocomm on a non-confidential basis from a third party who has the right to disclose the same; or (iii) were known to Photocomm on a non-confidential basis prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential disclosure by Jadco or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -one of its representatives.

Access to Information; Confidentiality. (a) Prior to From the date hereof until the Closing Date, Sellers will (i) give, and will cause the Seller Parties will provide Buyer Company and each of its Representatives with reasonable accessSubsidiaries to give, including Buyer, its counsel, financial advisors, auditors and other authorized representatives full access upon reasonable notice at reasonable times during normal business hourshours to the offices, to all of the Books properties, books and Records and all of the properties and Employees records of the Company and its Subsidiaries andand to the books and records of Sellers relating to the Company and its Subsidiaries, during (ii) furnish, and cause the Company and each of its Subsidiaries to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such periodfinancial and operating data and other information relating to the Company or any of its Subsidiaries as such Persons may reasonably request and (iii) instruct the employees, the Seller Parties shall counsel and shall cause financial advisors of Sellers, the Company and its Subsidiaries to furnish cooperate with Buyer’s reasonable requests in its investigation of the Company or any of its Subsidiaries. Any investigation pursuant to this Section 5.02 shall be conducted only upon reasonable notice by Buyer to Sellers and the Company in such manner as not to interfere unreasonably with the conduct of the business of the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by a Seller hereunder. (b) Without limitation of any other duty or obligation of Sellers relating to confidentiality, after the Closing, each Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law, all confidential documents and information concerning the businessCompany and its Subsidiaries, propertiesexcept to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Sellers, financial condition, operations and senior personnel (ii) in the public domain through no fault of Sellers or their respective Affiliates or (iii) later lawfully acquired by Sellers from sources other than those related to their prior ownership of the Company and its Subsidiaries as Buyer may from time Subsidiaries. The obligation of Sellers and their respective Affiliates to time reasonably request, other than hold any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might in confidence shall be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in satisfied if they exercise the case of clause (i) the Seller Parties will use their commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) same care with respect to such books, records, contracts, properties and information as is necessary they would take to permit disclosure preserve the confidentiality of their own similar information. (c) On and after the Closing Date, Sellers will afford promptly to Buyer and Buyer’s Representatives its agents reasonable access to their books of account, financial and other records (y) including accountants’ work papers), information, employees and auditors to the extent necessary for Buyer in the case of clause (ii) the Seller Parties shall notify Buyer promptly if connection with any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially audit, investigation, dispute or litigation or any other reasonable efforts business purpose relating to obtain a waiver of the applicable obligation. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. (b) From and after the date hereof, Buyer and its Affiliates (including, from and after the Closing, the Company and or any of its Subsidiaries), on one hand, and the Seller Parties and their Affiliates (including, prior to the Closing, the Company and its Subsidiaries), on the other hand, shall and shall cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including all notes, analyses, compilations, studies, copies and other documents which contain or otherwise reflect such information, provided to it by - 52 -.

Access to Information; Confidentiality. (a) Prior to the Closing Date, the Seller Parties will The Company shall (i) provide Buyer Purchaser and its Representatives officers, directors, employees, agents, counsel, accountants, financial advisors and other representatives (together, its “Representatives”) with reasonable access, including access upon reasonable notice at reasonable times during normal business hoursprior written notice, to all of the Books senior management, officers, facilities and Records books and all of the properties and Employees records of the Company and its Subsidiaries and, during subsidiaries and (ii) furnish Purchaser and its Representatives with such period, the Seller Parties shall financial and shall cause other information and data concerning the Company and its Subsidiaries to furnish to Buyer such information concerning the business, properties, financial condition, subsidiaries and operations and senior personnel of the Company and its Subsidiaries subsidiaries as Buyer Purchaser reasonably may from time request in writing. Any exercise by Purchaser or its Representatives of the rights granted under this Section shall be conducted in such a manner as to time reasonably requestavoid unreasonable interference with, other than or any such propertiesdisruption of, books, contracts, records the business and operations of the Company and its subsidiaries and so as to avoid any significant interference with the discharge by the employees of the Company and its subsidiaries of their respective normal duties. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information that (i) are subject to an if doing so would in the Company’s reasonable opinion jeopardize any attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) contravene any law in the case opinion of clause (i) the Seller Parties will use their commercially reasonable efforts outside antitrust counsel reasonably would be expected to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) the Seller Parties shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and the Seller Parties shall use commercially reasonable efforts make it more difficult to obtain a waiver of all requisite clearances, approvals and authorizations for the applicable obligation. All requests for access or information pursuant to transactions contemplated by this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designateAgreement, including under the HSR Act. (b) From Each party to this Agreement will hold, and will use its best efforts to cause its affiliates, and their respective Representatives to hold, in strict confidence from any person (other than any such affiliate or Representative), unless (i) compelled to disclose by judicial or administrative process (including in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby of Governmental Authorities) or by other requirements of law or (ii) disclosed in an action or proceeding brought by a party to this Agreement in pursuit of its rights or in the exercise of its remedies under this Agreement, all documents and information concerning the other party or any of its affiliates furnished to it by the other party or 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 (A) previously known by the party receiving such documents or information, (B) in the public domain (either prior to or after the date hereoffurnishing of such documents or information hereunder) through no fault of such receiving party or (C) later acquired by the receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided, Buyer however, that following the Closing the foregoing restrictions will not apply to Purchaser’s use of documents and its Affiliates (including, from and after the Closing, information concerning the Company and its Subsidiaries)subsidiaries furnished by the Company under this Agreement. In the event the transactions contemplated by this Agreement are not consummated, on one handupon the request of the other party, each party hereto will, and the Seller Parties will cause its affiliates and their Affiliates (includingrespective Representatives to, prior promptly redeliver or cause to the Closing, the Company be redelivered all copies of documents and its Subsidiaries), on information furnished by the other hand, shall party in connection with this Agreement or the transactions contemplated hereby and shall destroy or cause their respective Affiliates and Representatives to treat confidentially all non- public, confidential or proprietary information, including be destroyed all notes, memoranda, summaries, analyses, compilations, studies, copies compilations and other writings related to such documents which contain and information or otherwise reflect based on such informationdocuments and information prepared by the party furnished such documents and information or its Representatives. The provisions of this Section 4.4 shall supersede the Confidential Disclosure Agreement, provided to it by - 52 -dated as of January 6, 2009 between Purchaser and the Company (the “Confidentiality Agreement”).