Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries and use commercially reasonable efforts to cause each of the Company JVs and each of their respective officers, directors, employees, auditors, attorneys, financial accountants, advisors, lenders representatives and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of (i) provide to Parent and Buyer reasonable its Representatives access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities, books and records facilities (including each theatre premises) of the Company and its Subsidiariesthe Company Subsidiaries and, to the extent available to the Company, the Company JVs, and shall to the books and records thereof, and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries and, to the extent available to the Company, the Company JVs, as Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, Representatives may reasonably request, except including without limitation, such information as may be required to prepare any required fillings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(a) shall affect or be deemed to modify or limit any representation or warranty made in each case with respect this Agreement. Such access shall afford Parent the opportunity, outside of the Company’s normal hours of operation, to documents or other information relating in conduct visual inspections, take measurements, make surveys and perform any way standard “phase I” environmental inspections deemed desirable by Parent. (b) From the date of this Agreement to the current litigation between Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries and each of their respective Representatives to, (i) provide to the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) its Representatives access at reasonable times upon prior notice to the extent such documents or information is officers, employees, agents, properties, offices and other facilities (including each theatre premises) of Parent and the Parent Subsidiaries and to the books and records thereof, and (ii) subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject applicable Laws relating to the terms exchange of a confidentiality agreement with information, furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the Company and its Representatives may reasonably request, including without limitation, such information as may be required to prepare any filings under the Securities Act or the Exchange Act. No investigation conducted pursuant to this Section 6.1(b) shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Such access shall afford the Company the opportunity, outside of Parent’s normal hours of operation, to conduct visual inspections, take measurements, make surveys and perform any standard “phase I” environmental inspections deemed desirable by the Company. (c) With respect to the data and information disclosed pursuant to this Section 6.1, the parties shall comply with, and shall cause their respective Representatives to comply with, their obligations under the letter agreement, dated July 5as of May 6, 2005 2005, between AMCE and Loews (the “Confidentiality Agreement”). In additionNotwithstanding anything else contained in this Agreement, each Party hereto (and each Representative of such Party) may disclose to any and all persons, without limitation of any kind, the Company shalltax treatment and tax structure of the transactions contemplated herein and all tax strategies relating to the transactions, as well as all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment, tax structure and shall cause its Representatives totax strategies. (d) Notwithstanding the foregoing provisions, cooperate and consult or any other provisions of this Agreement, if any dispute is pending among the parties to this Agreement or their respective Affiliates with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationrespect to this Agreement, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, parties shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement required to provide the access and information otherwise required hereby with respect theretoto records and information relevant to such dispute (in which case the Laws governing information sharing applicable to such disputes shall govern). (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, The Shareholder and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives officers, employees, counsel, financial advisors and other representatives to, cooperate afford to Pubco and consult with Parent regarding transition planning its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and post-closing integration issues as reasonably requested by Parent. To facilitate to the Shareholder and Company’s properties, books, contracts, commitments, personnel and records and, during such cooperation and consultationperiod, the Shareholder and Company shall, and shall make available cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such Representatives other party may from time to time reasonably request. For the purposes of Parent office space determining the accuracy of the representations and secretarial or other administrative services as reasonably requested warranties of Pubco set forth herein and compliance by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any Pubco of its affiliatesobligations hereunder, including information provided under any agreement during the period prior to which Parentthe Effective Time, Buyer or any Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its affiliatesobligations hereunder, on the one handand, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Shareholder and Company upon its request (i) 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 (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Shareholder and Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretononpublic information in confidence. (b) No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”each of its Subsidiaries to) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices and other facilitiesbooks, books Contracts, commitments and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationperiod, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such Representatives of entity's business, properties and personnel as Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates Representatives may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) reasonably request. No investigation pursuant to this Section 5.2 5.4(a) shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non- Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable Law from the date hereof of this Agreement to the Effective Time, the Company shall, shall (and shall cause the Company Subsidiaries to): (i) provide to Parent (and its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents (representatives, collectively, the “"Representatives”") of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times times, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiaries, the Company Subsidiaries and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation books and records thereof (including, without limitation, access to the Company's accountants, any correspondence between the Company and is Subsidiaries on the one hand such accountants and Parent on the other hand (the “Company/Parent Litigation”) work papers prepared with respect to the extent Company by such documents or information is subject accountants), (ii) provide to Parent and its Representatives access to the attorney-client or Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and (iii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other privilege or constitute attorney work product. Parent will remain subject to the terms aspects of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company Subsidiaries as Parent or any of its affiliates, on the other hand, are a party, their respective Representatives may reasonably request. No investigation conducted pursuant to this Section 6.03 shall not affect or be deemed a breach of to modify any non-competition, non-disclosure representation or non-use agreement or other restrictive agreement with respect theretowarranty made in this Agreement. (b) No investigation The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement dated January 26, 2000 (the "Confidentiality Agreement") among Parent and the Company with respect to the information disclosed pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties6.03.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the each Company Subsidiary and each of its and their respective directors, officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, the “Company Representatives”) of the Company to, afford the Representatives of : (i) provide to Parent and Buyer reasonable the Parent Subsidiaries and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives”) access at all reasonable times during normal business hours, upon prior notice to a Company Representative designated in Exhibit B.1 hereto, to the officers, employees, agents, properties, offices and other facilities, facilities of the Company or such Company Subsidiary and to the books and records thereof and (ii) furnish or cause to be furnished such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiariesthe Company Subsidiaries as Parent, and shall furnish Merger Sub or the Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, Representatives may reasonably request. Without limiting the foregoing, except during the period prior to the Closing Date, the Company shall provide Parent as promptly as practicable (and in any event within thirty (30) days following the end of each case month) a copy of the following items (each of which shall be prepared in the same format as the comparable items that were made available to Parent prior to the date of this Agreement with respect to documents the month of October 2006): (a) an unaudited consolidated balance sheet of each division of the Company for each of the months ended after October 31, 2006 and prior to the Closing Date, and (b) the monthly operating report and a monthly income statement for each division of the Company and for each Company Health Care Facility for each such month, along with a comparison of the actual results for each line item to the budgeted amounts for such line item. (b) Without the prior written consent of the Company and, if required by the Company, without being accompanied by a Company Representative, prior to the Effective Time none of Parent, any Parent Subsidiary, or other information relating any Parent Representative shall contact or engage in any way discussions with any customer or referral source of the Company or any Company Subsidiary regarding this Agreement or any of the transactions or actions contemplated by this Agreement. Section 6.3.2. With respect to the current litigation information disclosed pursuant to Section 6.3.1, the Parties shall comply with, and Parent shall cause each Parent Representative and the Company shall cause each Company Representative to comply with, all of their respective obligations under the confidentiality agreement, dated as of September 26, 2006, between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) as such agreement may be amended from time to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5time, 2005 (the “Confidentiality Agreement”). In addition, it being understood and agreed by the Parties that, notwithstanding Section 6.3.1, (i) the Company, the Company shallSubsidiaries and the Company Representatives shall have no obligation to furnish, or provide any access to, any information to any Person not a party or subject to the Confidentiality Agreement, (ii) Section 6.3.1 shall not require the Company to take or allow actions that would unreasonably interfere with the Company’s or any Company Subsidiary’s operation of its business, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, (iii) the Company shall make available not be required to such Representatives of Parent office space and secretarial provide access to or other administrative services as reasonably requested by Parent. The use of furnish any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or if to do so would contravene any of their affiliates may possess regarding agreement to which the Company or any Company Subsidiary is a party or violate any Law, or where such access to information may involve the waiver of its affiliates, including information provided under any agreement a disclosure privilege or be otherwise adverse to which Parent, Buyer or any the interests of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoCompany Subsidiary. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company VAPARIA shall, and shall cause its Representatives officers, employees, counsel, financial advisors and other representatives to, cooperate afford to OICco and consult with Parent regarding transition planning its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and post-closing integration issues to VAPARIA ’s properties, books, contracts, commitments, personnel and records and, during such period, VAPARIA shall, and shall cause its officers, employees and representatives to, furnish promptly to OICco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably requested request. For the purposes of determining the accuracy of the representations and warranties of OICco set forth herein and compliance by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any OICco of its affiliatesobligations hereunder, including information provided under any agreement during the period prior to which Parentthe Effective Time, Buyer or any OICco shall provide VAPARIA and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable VAPARIA to confirm the accuracy of the representations and warranties of OICco set forth herein and compliance by OICco of its affiliatesobligations hereunder, on the one handand, during such period, OICco shall, and shall cause its officers, employees and representatives to, furnish promptly to VAPARIA upon its request (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 (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of VAPARIA and OICco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) nonpublic information in confidence. No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees, auditors, attorneys, financial advisors, lenders employees and other agents (collectively, the “Representatives”) of the Company and the Company Subsidiaries to, afford the Representatives officers, employees and agents of Parent Holding and Buyer Comsys, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to the their respective officers, employees, agents, properties, offices facilities, books, records, contracts and other facilities, books and records of the Company and its Subsidiaries, assets and shall furnish Parent Holding and Buyer with Comsys all financial, operating and other data and information as Parent Holding or BuyerComsys through their respective officers, through its Representatives, employees or agents may reasonably request. Holding and Comsys, except in each case with respect at their sole cost and risk, shall have the right to documents make such due diligence investigations as they shall deem necessary or other information relating in any way reasonable, upon reasonable notice to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) without disruption or damage to the extent such documents Company's operations or information is subject properties. No additional investigations or disclosures shall affect the Company's and Merger Sub's representations and warranties contained herein, or limit or otherwise affect the remedies available to the attorney-client Holding or other privilege or constitute attorney work product. Parent will remain subject Comsys pursuant to the terms of a confidentiality agreement with the Company dated July 5, 2005 this Agreement. (the “Confidentiality Agreement”). In addition, the Company b) Holding shall, and shall cause its Representatives the Holding Subsidiaries and the officers, directors, employees and agents of Holding and the Holding Subsidiaries to, cooperate afford the officers, employees and consult with Parent regarding transition planning agents of the Company, at its sole cost and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation risk, reasonable access at all reasonable times from the date hereof through the Effective Date to their respective officers, employees, agents, properties, facilities, books, records, contracts and consultation, other assets and shall furnish the Company all financial, operating and other data and information as the Company through its officers, employees or agents may reasonably request. The Company, at its sole cost and risk, shall have the right to make such due diligence investigations as it shall deem necessary or reasonable, upon reasonable notice to Holding and Comsys and without disruption or damage to Holding's or Comsys' respective operations or properties. No additional investigations or disclosures shall affect Holding's or Comsys' representations and warranties contained herein, or limit or otherwise affect the remedies available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any pursuant to this Agreement. (c) The provisions of its affiliatesthe Confidentiality Agreement, including information provided under any agreement to which Parentdated July 16, Buyer or any of its affiliates2003, on the one handas amended, between Comsys and the Company or any of (as so amended, the "CONFIDENTIALITY AGREEMENT") shall remain in full force and effect in accordance with its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoterms. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, each of the Company and Parent shall, and shall cause the its subsidiaries, officers, directors, employees, auditors, attorneys, financial advisors, lenders auditors and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives officers, employees, auditors and other agents of Parent and Buyer the other, reasonable access at all reasonable times to the its officers, employees, agents, properties, offices offices, plants and other facilities, facilities and to all books and records of the Company and its Subsidiariesrecords, and shall furnish Parent and Buyer such with all such financial, operating and other data and information as the Parent or Buyerthe Company, as the case may be, through its Representativesofficers, employees or agents may from time to time reasonably request. (b) Each of Parent and Purchaser will hold and will cause its officers, except employees, auditors and other agents to hold in each case confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents and information concerning the Company and its subsidiaries furnished to Parent or Purchaser in connection with respect the transactions contemplated in this Agreement in accordance with the provisions of the letter dated April 2, 1997 between Parent and the Company (the "Parent Confidentiality Agreement"). (c) The Company will hold and will cause its officers, employees, auditors and other agents to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the written opinion of its legal counsel, by other requirements of law, all documents or other and information relating in any way concerning Parent and its subsidiaries (including Purchaser) furnished to the current litigation Company in connection with the transactions contemplated in this Agreement in accordance with the provisions of the letter dated May 6, 1997 between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the "Company dated July 5, 2005 (the “Confidentiality Agreement”"). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (bd) No investigation pursuant to this Section 5.2 6.2 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto. (e) The Company will use reasonable efforts to cause its executive officers and employees to assist the proposed lenders, underwriters or initial purchasers (the "Proposed Financiers") of the permanent financing proposed to be incurred or assumed by the Company and/or its subsidiaries at or following the Effective Time. Such assistance shall be reasonably requested by the Proposed Financiers and shall include, without limitation: (i) assistance in preparing offering memoranda, syndication materials or other selling or marketing materials, (ii) attendance at meetings with prospective investors, including a customary "roadshow" as may be determined by the Proposed Financiers and (iii) making available or directing the assistance of the Company's auditors, counsel and/or other advisors or agents, including the preparation of financial statements and "comfort letters."

Access to Information; Confidentiality. The Company agrees to (ai) From permit Park Sterling and Park Sterling’s Representatives to visit and inspect or investigate the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records properties of the Company and the Company’s Subsidiaries to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the Representatives, vendors and any others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall cause such Subsidiaries, Representatives and vendors to cooperate with such discussions), all upon reasonable notice and at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or investigation pursuant to this Section 6.2 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, the Bank and the Company’s Subsidiaries, and nothing herein shall furnish Parent require any Representative of the Company to disclose any information to the extent (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of privilege to the Company or any Subsidiary (provided, that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to rely on the representations and Buyer warranties of the Company. The Company agrees to distribute any notices requested by Park Sterling, including any and all notices to employees of the Company or its Subsidiaries in a form approved by Park Sterling and reasonably acceptable to the Company. In addition any communications by the Company or its Subsidiaries with all financialits employees shall be subject to prior review and comment by Park Sterling and none of the Company or any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the Company, operating Park Sterling or any of their respective Subsidiaries or the terms and other data conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and information as Parent or Buyerthe transactions contemplated hereby shall be subject to, through its Representatives, may reasonably request, except and the receiving Party shall in each case hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated as of January 13, 2014, between Park Sterling and Sandler ▇’▇▇▇▇▇ & Partners, L.P. on behalf of the Company, with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent each such documents or information is receiving Party subject to such restrictions as the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 recipient (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Subject to the terms and conditions of this Agreement and applicable Law, from the date hereof of this Agreement until the earlier of the termination of this Agreement or the Closing, the Retail Sellers and the Jeanswear N.V. Sellers (as the case may be) shall, and each of them shall cause their Representatives to, give the Purchaser and its Representatives, investment bankers, attorneys and accountants reasonable access to the Effective Timebusiness of each Jeanswear N.V. Company or each Retail Company (as the case may be), as well as their respective operations, properties, personal property, books and records, Contracts and commitments during normal business hours and upon prior notice (provided, that, such access shall not unreasonably interfere with normal operations of any Company and, in the Sellers' discretion, such access may be monitored by an Affiliate or Representative of the Sellers) and shall furnish to the Purchaser and its authorized Representatives, investment bankers, attorneys and accountants such financial and operating data, including financial reports prepared for the directors and officers of any Jeanswear N.V. Company or each Retail Company (as the case may be) or the Sellers, and other information as the Purchaser may reasonably request and instruct the Representatives of the Companies to assist the Purchaser in its investigation of any Company. Without limiting the generality of the foregoing, the Jeanswear N.V. Sellers or the Retail Sellers (as the case may be) shall (a) provide, or cause to be provided, reasonable access to the properties of any Company and (b) use their commercially reasonable efforts to provide, or cause to be provided, reasonable access to the properties of any Company Service Provider, in each case, as the Purchaser may request for purposes of performing audits in order to determine whether the Jeanswear N.V. Sellers and the Retail Sellers are in compliance with the representations and warranties set forth in Sections 4.23(b) and 5.22(b), respectively. (b) For a period of three years following the date hereof, the Jeanswear N.V. Sellers (with respect to the Jeanswear N.V. Companies), the Retail Sellers (with respect to the Retail Companies), and the Purchaser shall, and shall cause the officerstheir respective Representatives, directorsAffiliates, employees, auditorsinvestment bankers, attorneys, financial advisorsaccountants and agents to, lenders keep confidential and not disclose or transfer any information regarding any Company or the Purchaser (in the case of any Seller), or the Sellers (in the case of the Purchaser) obtained in connection with the transactions contemplated hereby or otherwise unless such information (i) is or becomes publicly available (other agents than as a result of breach of this Section 7.2(b)), (collectivelyii) is disclosed after written approval for such disclosure has been given by the Purchaser or the Sellers, as appropriate or (iii) is requested pursuant to, or required by applicable Law, to be disclosed (provided, that, the “Representatives”) party receiving such request shall promptly notify the Purchaser, in the case of any of the Company toSellers, afford or the Representatives of Parent and Buyer reasonable access at all reasonable times to Sellers, in the officers, employees, agents, properties, offices and other facilities, books and records case of the Company and its SubsidiariesPurchaser, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, so that the applicable party may reasonably request, except in each case with respect to documents seek a protective order or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”appropriate remedy). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Subject to Section 7.1(b), from the date hereof to Agreement Date until the earlier of the Effective TimeTime and the date, the Company shallif any, on which this Agreement is terminated pursuant to Article X, Target shall (i) provide to Parent (and shall cause the Parent’s officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents (collectively, the “Representatives”representatives) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of Target to the facilities, books offices, properties, technology, processes, books, business and records financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of the Company Target, and the work papers of its independent accountants, and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Target; and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of Target as reasonably requested. Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Article X, Parent shall (i) provide to Target (and Target’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of Parent and its Subsidiaries to the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information of the Parent and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through the work papers of its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shallindependent accountants, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues otherwise provide such assistance as may be reasonably requested by Parent. To facilitate such cooperation party in order that the other party has a reasonable opportunity to make such investigation and consultationevaluation as it reasonably desires to make of the business and affairs of the Parent and its Subsidiaries; and (ii) furnish promptly to Target such information concerning the business, the Company shall make available to such Representatives properties, contracts, assets, Liabilities, personnel and other aspects of Parent office space and secretarial or other administrative services its Subsidiaries as reasonably requested requested. Each of Parent and Target shall use its reasonable efforts to give prompt notice to the other party of any event or circumstance of which it becomes aware that results in any representation or warranty made by Parent. The use such party contained in this Agreement being untrue or inaccurate in any material respect or Target, Parent or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or delivery of any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, notice pursuant hereto shall not be deemed a breach of any non-competition, non-disclosure limit or non-use agreement otherwise affect either party’s rights or other restrictive agreement with respect theretoobligations under this Agreement. (b) No investigation pursuant to this Section 5.2 Each of Target and Parent (and each of Target’s and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, respectively) shall affect any representation or warranty hold in confidence all nonpublic information so received in accordance with the terms of the Confidentiality Agreement. If this Agreement of is terminated, the Confidentiality Agreement shall continue in full force and effect and shall apply to any information delivered by either party or any condition to the obligations of the partiesother in connection with this Agreement.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (which such Person shall use commercially reasonable efforts to cause the counterparty thereto to waive), from the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their respective Representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and the officers, directors, employees, auditors, attorneys, financial advisors, lenders Purchaser and other agents their respective Representatives (collectively, the “Parent Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours upon prior notice to the personnel, officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and the Company Subsidiaries and to the books, records and Contracts thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its SubsidiariesSubsidiaries as Parent or the Parent Representatives may reasonably request (it being understood that a request for information of the type provided by the Company to the Purchaser prior to the date hereof shall be deemed reasonable for this purpose). No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to modify or limit any representations, warranties, conditions or rights of the parties hereto contained in this Agreement. (b) Prior to the Effective Time, with respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall furnish cause the Parent Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated July 21, 2009, as amended, by and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, ; provided that Parent shall be entitled to share any Confidential Information (as defined in the Company shall, Confidentiality Agreement) and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, otherwise discuss consideration of the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, with potential debt and equity financing sources and the Company or any of its affiliates, on the other hand, are a party, Confidentiality Agreement shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoso amended. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”each of its Subsidiaries to) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, propertiesrepresentatives and records and, offices during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other facilitiesdocument filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, books Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and records with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its SubsidiariesSubsidiaries taken as a whole; and (iv) all other information concerning its business, properties and shall furnish Parent and Buyer with all financial, operating and personnel as the other data and information as Parent or Buyer, through its Representatives, party may reasonably request. (b) Upon reasonable notice, except in Parent shall (and shall cause each case of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to documents (i) material matters, conditions or other information relating events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any way to the current litigation between the Company and is Subsidiaries on the one hand and material respect and, during such period, Parent on the other hand shall (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Representatives Subsidiaries to) furnish promptly to the Company, cooperate (a) each SAP Annual Statement and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested SAP Quarterly Statement filed by Parent. To facilitate such cooperation and consultation, party's Subsidiaries during such period pursuant to the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use requirements of any information for applicable law; (b) a copy of each report filed by Parent with the purpose of evaluating the Merger SEC during such period pursuant to SEC requirements; and (c) all correspondence or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the written communication with A.M. Best and Company or any of its affiliatesSubsidiaries, including information provided under Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and with any agreement Governmental Entity or insurance regulatory authorities which primarily relates to which Parentthe transactions contemplated hereby. (c) The Confidentiality Agreement dated June 26, Buyer or any of its affiliates1997 (the "Parent Confidentiality Agreement"), on the one hand, between Parent and the Company or any of its affiliatesand the confidentiality agreement dated July 30, on 1997 (the other hand"Company Confidentiality Agreement"), are a party, between the Company and Parent shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement apply with respect theretoto information furnished thereunder or hereunder and any other activities contemplated thereby. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Subject to the restrictions imposed by the HSR Act and Foreign Antitrust Laws, from and after the date hereof to of this Agreement until the Effective Control Time, the Company shall, will use best efforts to (i) give Parent and shall cause the officers, directors, Purchaser and their respective Representatives reasonable access during normal business hours to all employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, propertiesplants, offices and other facilitiesfacilities and to all books, books contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries, Subsidiaries and shall furnish Parent cause the Company’s Representatives to provide access to their work papers and Buyer with all financial, operating and such other data and information as Parent or Buyer, through its Representatives, Purchaser may reasonably request, except in each case (ii) permit Parent and Purchaser to make such non-invasive inspections as they may reasonably request, (iii) cause its and its Subsidiaries’ officers to furnish Parent and Purchaser with such financial and operating data and other information with respect to documents or other information relating in any way to the current litigation between business, properties and personnel of the Company and is Subsidiaries on the one hand and as Parent on the other hand (the “Company/Parent Litigation”) or Purchaser may from time to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shalltime reasonably request, and shall cause its Representatives to(iv) furnish promptly to Parent and Purchaser a copy of each report, cooperate schedule and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested other document filed or received by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement Subsidiaries during such period pursuant to which Parent, Buyer the requirements of the federal or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretostate securities Laws. (b) Information obtained by Parent or Purchaser pursuant to Section 6.2(a) shall be subject to the provisions of the Confidentiality Agreement. (c) Nothing in this Section 6.2 shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate any of its respective obligations with respect to confidentiality, provided that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure and shall disclose or describe such information to the fullest extent possible consistent with such obligations, or (ii) result in a violation of applicable law, including the HSR Act or Foreign Antitrust Laws. (d) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement by and of any party or any condition to its Representatives shall affect the obligations representations, warranties, covenants, agreements, rights or remedies of the partiesparties set forth herein.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company TURNKEY shall, and shall cause its Representatives officers, employees, counsel, financial advisors and other representatives to, cooperate afford to TTHX and consult with Parent regarding transition planning its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and post-closing integration issues to TURNKEY ’s properties, books, contracts, commitments, personnel and records and, during such period, TURNKEY shall, and shall cause its officers, employees and representatives to, furnish promptly to TTHX all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably requested request. For the purposes of determining the accuracy of the representations and warranties of TTHX set forth herein and compliance by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any TTHX of its affiliatesobligations hereunder, including information provided under any agreement during the period prior to which Parentthe Effective Time, Buyer or any TTHX shall provide TURNKEY and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable TURNKEY to confirm the accuracy of the representations and warranties of TTHX set forth herein and compliance by TTHX of its affiliatesobligations hereunder, on the one handand, during such period, TTHX shall, and shall cause its officers, employees and representatives to, furnish promptly to TURNKEY upon its request (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 (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of TURNKEY and TTHX will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretononpublic information in confidence. (b) No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From Section 5.6.1 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party, and subject to applicable Law, from the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the each Company Subsidiary to: (A) provide to Parent and its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, the “Parent Representatives”) of ), upon reasonable prior notice to the Company toCompany, afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours to the officers, employees, agents, properties, offices and other facilities, books and records officers of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to the Company and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary; provided further, that the Company shall not be required to (or cause any Company Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.2 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any Parent Subsidiary is a party, and subject to applicable Law, from the date of this Agreement to the Effective Time, Parent shall, and shall furnish cause each Parent Subsidiary to: (A) provide to the Company and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”), upon reasonable prior notice to Parent, reasonable access during normal business hours to the officers of Parent and Buyer with all financialthe Parent Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, operating properties, contracts, assets, liabilities, personnel and other data aspects of Parent and information the Parent Subsidiaries as Parent the Company or Buyer, through its Representatives, the Company Representatives may reasonably request; provided, except however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to Parent and in such a manner as not to interfere unreasonably with the operation of any business conducted by Parent or any Parent Subsidiary; provided further, that Parent shall not be required to (or cause any Parent Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.3 Within 20 Business Days following the date hereof, the Company will deliver to Parent a true and accurate copy of each case Contract to which the Company or any Company Subsidiary, or any of their respective assets, properties, businesses or operations is a party to, or bound or affected by, or receives benefits under, and that: (a) prohibits or restricts the Company or any Company Subsidiary from soliciting any person for employment or hire, or (b) fits within the description set forth in the parenthetical in the last six lines of Section 3.12(f) and that were not included in Section 3.12 of the Company Disclosure Schedule. Section 5.6.4 The Company shall provide Parent with the periodic reports set forth on Section 5.6.4 of the Company Disclosure Schedule. Section 5.6.5 With respect to documents or other the information relating in any way disclosed pursuant to this Section 5.6, the current litigation between parties shall comply with, and cause their respective representatives to comply with, all of their obligations under the letter agreement, dated as of June 25, 2012, entered into by the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company each Subsidiary to, afford the Representatives of Parent to Parent, and Buyer reasonable access at all reasonable times to the Parent’s officers, employees, agentsaccountants, counsel, consultants, financial advisors and other Representatives, access at reasonable times upon reasonable prior notice during the period prior to the Effective Time to all of its and its Subsidiaries’ facilities, properties, offices and other facilities, books and records (including stock records and access to its transfer agent) and to those officers, employees and agents of the Company to whom Parent reasonably requests access (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shall furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ business, finances, operations, properties and shall furnish Parent and Buyer with all financial, operating and other data and information personnel as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect and Parent shall be entitled to documents undertake environmental investigations at any of the properties owned, operated or other information relating in any way to the current litigation between leased by the Company or any of its Subsidiaries (so long as such access (including any environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information or documentation (a) where such access or disclosure would contravene any Law or (b) relating to (y) the consideration, negotiation and is Subsidiaries on performance of this Agreement and related agreements and (z) except as required by Section 5.02, any Takeover Proposal made after the one hand and Parent on execution of this Agreement (provided that, in the other hand case of clause (a), the “Company/Parent Litigation”) Company shall use its reasonable best efforts to the extent put in place an arrangement to permit such documents or information is subject to the attorney-client or other privilege or constitute attorney work productdisclosure without violating such Law). Parent will remain subject to Except for disclosures expressly permitted by the terms of a the confidentiality letter agreement with dated as of January 18, 2011 between Parent and the Company dated July 5(as it may be amended from time to time, 2005 (the “Confidentiality Agreement”). In addition, the Company shallParent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives toto hold, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, all information received from the Company shall make available to such Representatives of or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation by Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including Representatives and no other receipt of information provided under any agreement to which Parent, Buyer by Parent or any of its affiliatesRepresentatives shall operate as a waiver or otherwise affect any representation, on the one handwarranty, and the Company or any of its affiliatesobligation, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement covenant or other restrictive agreement of the parties (or remedies with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition the conditions to the obligations of the partiesparties under this Agreement.

Access to Information; Confidentiality. (a) From the date hereof Subject to Applicable Law, upon reasonable advance notice to the Effective TimeCompany, the Company shall, shall (and shall cause the Company Subsidiaries and the officers, directors, employees, auditors, attorneys, financial advisors, lenders directors and other agents (collectively, the “Representatives”) of the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, afford during normal business hours throughout the Representatives of Parent and Buyer reasonable access at all reasonable times Pre-Closing Period, to the its officers, employees, agents, properties, offices books, Contracts and other facilitiesrecords, books and records and, with the Company’s consent, which shall not be unreasonably withheld, delayed or conditioned, to the employees of the Company and its the Company Subsidiaries, ; and shall furnish Parent and Buyer with Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or Buyer, through its Representativesagents, may reasonably request; provided that none of the Company, except any Company Subsidiary and any Representative of the Company shall be required to provide such access to or to disclose such information where such access or disclosure would in each case the good faith judgment of the Company (i) contravene any Applicable Law, Contract of the Company or any Company Subsidiary or Order, (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client, work product privilege or Intellectual Property right or (iii) materially interfere with respect the conduct of the business of the Company or any of the Company Subsidiaries. (b) No information or knowledge obtained by Parent or Merger Sub pursuant to documents Section 6.02, this Section 6.04 or other information relating otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the current litigation between representations, warranties, covenants and agreements made by the Company and is Subsidiaries on the one hand and Parent on the other hand in this Agreement. (the “Company/Parent Litigation”c) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives Each of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any Merger Sub acknowledges that all information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer provided to it or any of their affiliates may possess regarding its Representatives by the Company or any of its affiliates, including information Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handunder, and shall be treated in accordance with, the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoConfidentiality Agreement. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) In connection with their investigation of the business of the Company, Parent and Purchaser have received from the Company certain estimates, projections and other forecasts for the business of the Company, and certain plan and budget information, including, without limitation, estimates, projections, forecasts, plans or budgets relating to the Company's Remote Sensing Technology. Each of Parent and Purchaser acknowledges (i) that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, plans and budgets, that it is familiar with such uncertainties, (ii) that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and (iii) that it will not assert any claim against the Company or any of its Affiliates or any of their respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold the Company or any such persons liable with respect thereto, except for claims based on fraud or intentional misrepresentation as to which the foregoing clause (iii) is not applicable. Accordingly, the Company makes no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets referred to in this Section 6.04(a). (b) From the date hereof to the Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors, attorneys, financial advisors, lenders auditors and other agents (collectively, the “Representatives”) of the Company and the Subsidiaries to, afford the Representatives officers, employees and agents of Parent and Buyer Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiarieseach Subsidiary, and shall promptly furnish Parent and Buyer Purchaser and persons providing or committing to provide Parent or Purchaser with financing for the Transactions with (i) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority and (ii) all financial, operating and other data and information as Parent or BuyerPurchaser, through its Representativesofficers, employees or agents, may reasonably request, except in each case with respect . (c) Purchaser agrees to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to be bound by the terms of a the confidentiality agreement with the Company agreement, dated July 5May 8, 2005 1998 (the “"Confidentiality Agreement”"). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with between Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company as if Purchaser was a party thereto. All information obtained by Parent or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation Purchaser pursuant to this Section 5.2 6.04 shall affect any representation or warranty be kept confidential in this Agreement of any party or any condition to accordance with the obligations of the partiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof to of this Agreement through the Effective TimeTime (or if earlier, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times date on which this Agreement is terminated pursuant to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”Article VII). In addition, the Company shall, and shall cause its Representatives Subsidiaries to use commercially reasonable efforts to, cooperate upon reasonable notice, (i) provide to PubCo and consult with Parent regarding transition planning its Representatives reasonable access during normal business hours to the officers, employees, properties, books, records, work papers and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation other documents and consultation, information relating to the Company shall and its Subsidiaries, (ii) furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to the Company and its Subsidiaries, as PubCo or its Representatives may reasonably request, (iii) permit PubCo’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company that are responsible for the Company’s financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to such Representatives PubCo copies of Parent office space and secretarial any material notice, report or other administrative services as reasonably requested by Parent. The use of document filed with or sent to or received from any information for Governmental Authority in connection with the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoTransactions. (b) No investigation From the date of this Agreement through the Effective Time (or if earlier, the date on which this Agreement is terminated pursuant to Article VII), PubCo shall, and shall cause its Subsidiaries to use commercially reasonable efforts to, upon reasonable notice, (i) provide to the Company and its Representatives reasonable access during normal business hours to the officers, employees, properties, books, records, work papers and other documents and information relating to PubCo and its Subsidiaries, (ii) furnish promptly such information, including copies of books, records, work papers, Tax Returns and other documents and information relating to PubCo and its Subsidiaries, as the Company or its Representatives may reasonably request, (iii) permit the Company’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of PubCo that are responsible for PubCo’s financial statements and internal controls to discuss such matters as the other party may reasonably request, and (iv) make available to the Company copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection with the Transactions. (c) Notwithstanding the foregoing, neither PubCo nor the Company shall be required to provide such access if it reasonably determines that it would (i) materially disrupt or impair the business or operations of PubCo or the Company, as applicable, or any of their respective Subsidiaries, or (ii) constitute a violation of any applicable Law. Nothing herein shall require the Company or PubCo or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of such Party existing as of the date of this Agreement (provided that such Party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). (d) PubCo and the Company shall comply with and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, with respect to the information disclosed under this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition 5.03. The Company acknowledges that the information provided to it is subject to the obligations terms of the partiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, operations of the “Representatives”) business of the Company toand its Subsidiaries, afford during normal business hours and upon reasonable advance written notice submitted in accordance with this Section 6.4, throughout the Representatives of Parent and Buyer reasonable access at all reasonable times Pre-Closing Period, to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its SubsidiariesSubsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish Parent and Buyer with promptly to such Representatives all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way (to the current litigation between extent not publicly available) concerning the business, properties and personnel of the Company and is its Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) except for any information relating to the extent such documents negotiation and execution of the Transaction Documents, any Competing Proposal, or information is subject to the attorney-client or other privilege or constitute attorney work product. any Adverse Recommendation Change) as may reasonably be requested by Parent will remain subject to the terms of a confidentiality agreement in connection with the Company dated July 5, 2005 (consummation of the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement Agreement; provided that Parent or Buyer or any of their affiliates may possess regarding nothing herein shall require the Company or any of its affiliatesSubsidiaries or their respective Representatives to disclose any information to Parent or Acquisition Sub to the extent such disclosure would, as determined in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) breach, contravene or violate applicable Law (including information provided under the HSR Act or any agreement other Antitrust Law), any Pandemic Measures or the provisions of any Contract to which Parent, Buyer the Company or any of its affiliatesSubsidiaries is a party (including any confidentiality obligations to which the Company or any of its Subsidiaries is subject), (iii) jeopardize any attorney-client or other legal privilege, (iv) disclose or provide access to any personnel records relating to individual performance or evaluations, medical histories or other information that in the Company’s good faith opinion (A) is sensitive or (B) the disclosures of which could subject the Company or its Subsidiaries or their respective Affiliates or Representatives to the risk of liability or would otherwise violate applicable Law, (v) jeopardize the health and safety of any employee of the Company or any of its Subsidiaries; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 6.4(a) and withholds information on the basis of the foregoing clauses (i) through (v), the Company shall inform Parent as to the general nature of what is being withheld and shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments (including, if reasonably requested by Parent, entering into a joint defense agreement with Parent on customary and mutually acceptable terms if requested with respect to any such information). During any visit to the business or property sites of the Company or any of its Subsidiaries, each of Parent and Acquisition Sub shall, and shall cause their respective Representatives accessing such business or property sites to, comply with all applicable Laws and all of the Company’s and its Subsidiaries’ safety and security procedures, and use reasonable best efforts to minimize any interference with the Company’s and its Subsidiaries’ business operations in connection with any such access. All requests for information made pursuant to this Section 6.4 shall be directed to the Persons designated by the Company in writing as authorized to receive such requests. (b) Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or make any disclosure to Parent pursuant to this Section 6.4 to the extent that such access or information is reasonably pertinent to any pending or threatened Action where the Company or any of its Affiliates, on the one hand, and the Company any Parent Party or any of its affiliatesAffiliates, on the other hand, are, or are reasonably expected to be, adverse parties, except for any such Action relating solely to a party, shall not be deemed a breach dispute over the requirements of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoSection 6.4(a). (bc) No investigation or access permitted pursuant to this Section 5.2 6.4 shall affect or be deemed to modify any representation or warranty in made by the Company hereunder. Parent agrees that it will not, and will cause the other Parent Parties and its and their respective Representatives not to, use any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include the Debt Financing) or the post-Closing operations or financing the Surviving Company and its Subsidiaries. Parent shall, and shall cause each of the other Parent Parties and its and their respective Representatives (and any party other Person subject to or any condition bound by the terms of the Confidentiality Agreements) to, hold all information provided or furnished pursuant to this Section 6.4 confidential in accordance with the terms of the Confidentiality Agreements. The Confidentiality Agreements shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives under this Agreement and, if this Agreement is terminated prior to the obligations Effective Time, the Confidentiality Agreements shall remain in full force and effect in accordance with their terms prior to giving effect to the execution of the partiesthis Agreement.

Access to Information; Confidentiality. (a) From the date hereof Subject to the Effective Timecompliance with applicable Law, the Company Target shall, and shall cause the each of its Subsidiaries to, afford to Parent and its officers, directors, employees, auditorsaccountants, attorneyscounsel, financial advisors, lenders advisors and other agents representatives (collectively, the “Parent Representatives”) of the Company to), afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours during the period prior to the officers, employees, agents, Effective Time to all their respective properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records of the Company and shall cause its and its Subsidiaries’ outside counsel, accountants and financial advisors to cooperate with Parent and the Parent Representatives in their investigation of Target and its Subsidiaries and, during such period, shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and Buyer with all financialthe Parent Representatives (a) a copy of each report, operating schedule, registration statement and other data document filed by it during such period pursuant to the requirements of applicable Law (including federal and state securities laws) and (b) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Buyer, through its Representatives, any of the Parent Representatives may reasonably request, except in each case with respect provided that Target shall not have any obligation to documents or other deliver any such information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent that Target determines, in it sole and absolution discretion, that such documents or information is of a competitive nature or sensitive to the operations of Target or any of its Subsidiaries. All information provided pursuant to this Section 5.8(a) shall be subject to the attorney-client or other privilege or constitute attorney work product. confidentiality agreement, dated April 1, 2010 between Target and Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation Subject to compliance with applicable Law, Parent shall, provide to Target and its officers, employees, accountants, counsel, financial advisors and other representatives (collectively, the “Target Representatives”), such information concerning its and its Subsidiaries’ business, properties and personnel as Target or any of the Target Representatives may reasonably request; provided that Parent shall not have any obligation to deliver any such information to the extent that Parent determines, in it sole and absolution discretion, that such information is of a competitive nature or sensitive to the operations of Parent or any of its Subsidiaries. All information provided pursuant to this Section 5.2 5.8(b) shall affect any representation or warranty in this Agreement of any party or any condition be subject to the obligations of the partiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, shall (and shall cause the its Subsidiaries and its and their respective officers, directors, employees, auditorsauditors and agents to) afford to Parent and to Parent's officers, attorneysemployees, financial advisors, lenders legal counsel, accountants, consultants and other agents (collectively, representatives access during normal business hours throughout the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times period prior to the officers, employees, agents, properties, offices and other facilities, Effective Time to all of its books and records of the Company and its Subsidiariesproperties, plants and shall furnish Parent and Buyer with all financialpersonnel and, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationperiod, the Company shall make available furnish promptly to such Representatives Parent a copy of Parent office space each report, schedule and secretarial other document filed or other administrative services as reasonably requested received by Parent. The use it pursuant to the requirements of federal securities laws, provided that no investigation pursuant to this Section 6.1(a) shall affect any information for the purpose of evaluating the Merger representations or warranties made herein or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any conditions to the obligations of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement respective parties to which Parent, Buyer or any of its affiliates, on consummate the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoMerger. (b) No Parent shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Company and to the Company's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives access during normal business hours throughout the period prior to the Effective Time to all of its books and records and its properties, plants and personnel and, during such period, Parent shall furnish promptly to the Company a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal securities laws, provided that no investigation pursuant to this Section 5.2 6.1(b) shall affect any representation representations or warranty in this Agreement of any party warranties made herein or any condition the conditions to the obligations of the partiesrespective parties to consummate the Merger. (c) Unless otherwise required by law, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall hold in confidence all non-public information acquired in accordance with the terms of the Mutual Agreement of Confidentiality dated November 11, 1999 between Parent and the Company (the "Confidentiality Agreement"); provided, however, that the termination date of the Confidentiality Agreement is hereby extended to June 30, 2000.

Access to Information; Confidentiality. Until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms: (a) From the date hereof to the Effective Time, the Company ▇▇▇▇▇▇ shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, to the extent permitted by applicable Law, afford the to Saturn and its Representatives of Parent and Buyer reasonable access at all during normal business hours, upon reasonable times to advance notice and in a manner that does not unreasonably interfere with the officers, employees, agents, properties, offices and other facilities, books and records normal operation of the Company ▇▇▇▇▇▇ and its Subsidiaries, to all their respective properties, assets, books, records, Contracts, commitments, personnel and members of their executive management teams, during such period, ▇▇▇▇▇▇ shall, and shall cause each of its Subsidiaries to, furnish Parent promptly to Saturn and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, as applicable, all information concerning the business, properties, assets and Contracts of ▇▇▇▇▇▇ and its Subsidiaries as may be reasonably requestrequested by such parties; provided, except in each case with respect however, that the foregoing shall not require ▇▇▇▇▇▇ or its Subsidiaries to documents or other disclose any information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents disclosure would (i) contravene applicable Law or the provisions of any Contract to which ▇▇▇▇▇▇ or its Subsidiaries is a party, or (ii), in ▇▇▇▇▇▇’▇ good faith determination, constitute information is protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) and (ii), ▇▇▇▇▇▇ and its Subsidiaries shall cooperate in good faith with Saturn and its Representatives to disclose the attorney-client or other privilege or constitute attorney work productsubject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). Parent will remain subject to All such information provided in connection with this Agreement shall be held confidential in accordance with the terms of a the confidentiality letter agreement with the Company entered into between ▇▇▇▇▇▇ and Saturn dated July 5as of March 22, 2005 2017 (the “Confidentiality Agreement”). In addition, the Company . (b) Saturn shall, and shall cause each of its Subsidiaries to, to the extent permitted by applicable Law, afford to ▇▇▇▇▇▇ and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the normal operation of Saturn and its Subsidiaries, to all their respective properties, assets, books, records, Contracts, commitments, personnel and members of their executive management teams, during such period, Saturn shall, and shall cause each of its Subsidiaries to, cooperate furnish promptly to ▇▇▇▇▇▇ and consult with Parent regarding transition planning its Representatives, as applicable, all information concerning the business, properties, assets and post-closing integration issues Contracts of Saturn and its Subsidiaries as may be reasonably requested by Parent. To facilitate such cooperation and consultationparties; provided, however, that the Company foregoing shall make available not require Saturn or its Subsidiaries to disclose any information to the extent such Representatives of Parent office space and secretarial disclosure would (i) contravene applicable Law or other administrative services as reasonably requested by Parent. The use the provisions of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement Contract to which Parent, Buyer Saturn or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are Subsidiaries is a party, shall not be deemed a breach of any non-competitionor (ii), non-disclosure or non-use agreement or other restrictive agreement in Saturn’s good faith determination, constitute information protected by attorney/client privilege (provided that, with respect theretoto information that may be the subject of clauses (i) and (ii), Saturn and its Subsidiaries shall cooperate in good faith with ▇▇▇▇▇▇ and its Representatives to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information provided in connection with this Agreement shall be held confidential in accordance with the terms of the Confidentiality Agreement. (bc) No investigation pursuant to this Section 5.2 5.5 or information provided, made available or delivered to Saturn or ▇▇▇▇▇▇ pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party remedies, or any condition the conditions to the obligations of the partiesparties hereunder and no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement.

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date hereof to until the Company Merger Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders U.S. Subsidiaries and other agents (collectively, Foreign Subsidiaries and the “Representatives”) Representatives of the Company and the U.S. Subsidiaries and Foreign Subsidiaries to, afford the Representatives of Parent and Buyer its Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access at all reasonable times during normal business hours to the officers, employees, agents, properties, offices offices, plants and other facilities, books and records of the Company and its Subsidiarieseach U.S. Subsidiary and Foreign Subsidiary, and shall furnish Parent and Buyer with all other financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request. Notwithstanding the foregoing, except neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to observe such discussions, (ii) contact or have any discussions with respect any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its U.S. Subsidiaries or Foreign Subsidiaries, unless in each case Parent informs the Company in advance and provides the Company a reasonable opportunity to documents observe such discussions, provided, that clauses (i) and (ii) shall not be applicable to contacts or other information relating in any way discussions not related to the current litigation between transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company and is Subsidiaries on the one hand and Parent on the other hand Company’s executive officers or its financial advisors or (the “Company/Parent Litigation”iii) damage any property or any portion thereof except to the extent such documents damage caused by Parent or information its Representatives is fully restored to its condition prior to such damage by Parent at its sole cost and expense. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Contracts, Parent and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. Parent 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 Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or other privilege the U.S. Subsidiaries or constitute attorney work product. Parent will remain subject Foreign Subsidiaries or contravene any Law or binding agreement entered into prior to the terms date of this Agreement (provided that the Company and the U.S. Subsidiaries and Foreign Subsidiaries shall use commercially reasonable efforts to obtain consent from the applicable Third Party or enter into a customary joint defense agreement to enable the disclosure of such information). No investigation conducted under this Section 7.03, however, shall affect or be deemed to modify any representation or warranty made in this Agreement. (b) Prior to the Company Merger Effective Time, all information obtained by Parent pursuant to this Section 7.03 shall be kept confidential in accordance with the confidentiality agreement with dated May 9, 2007 between Tishman Speyer Development Corp. and the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionNotwithstanding the foregoing, Parent and its Representatives may furnish Evaluation Material (as defined in the Confidentiality Agreement) to any Person in connection with such Person’s potential investment in or provision of financing to Parent or its affiliates or evaluation of the acquisition of assets of the Company, U.S. Subsidiary or Foreign Subsidiary in connection with or following the Closing, in each case, so long as any such Person has entered into a confidentiality agreement with the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues substantially similar to the Confidentiality Agreement or has agreed in writing to be bound by the provisions of the Confidentiality Agreement to the same extent as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect if an original party signatory thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From As permitted by applicable law, from the date hereof of this Agreement to the Effective Time, the Company shall, and shall use its best efforts to cause the its subsidiaries, officers, directors and employees to: (i) provide to Ford, Parent and FSG II and their officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents representatives (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times upon prior notice to the its officers, employees, agents, properties, offices and other facilities, facilities and to its books and records of the Company and (ii) furnish promptly such information concerning its Subsidiariesbusiness, properties, contracts, assets, liabilities and shall furnish Parent and Buyer with all financialpersonnel as Ford, operating and other data and information as Parent or Buyer, through its Representatives, FSG II or their Representatives may reasonably request. (b) Each of Ford, except in each case with respect to documents or other information relating in any way to the current litigation between the Company Parent and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shallFSG II agrees to, and shall cause its Representatives to, cooperate : (i) treat and consult with Parent regarding transition planning and post-closing integration issues hold as reasonably requested by Parent. To facilitate such cooperation and consultation, confidential all information relating to the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for its subsidiaries, (ii) in the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement event that Ford, Parent or Buyer FSG II or any of their affiliates may possess regarding Representatives becomes legally compelled to disclose any such information, provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other remedy or waive compliance with this Section 7.04, and (iii) in the event that such protective order or other remedy is not obtained, or the Company waives compliance with this Section 7.04, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, provided, however, that this sentence shall not apply to any information that, at the time of its affiliatesdisclosure, is available publicly and was not disclosed in breach of this Agreement. The parties agree and acknowledge that remedies at law for any breach of their obligations under this Section 7.04 are inadequate and that in addition thereto parties shall be entitled to seek equitable relief, including information provided under any agreement to which Parentinjunction and specific performance, Buyer or any of its affiliates, on in the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach event of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretosuch breach. (bc) No investigation pursuant to this Section 5.2 7.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law, from the date hereof to until the Effective TimeClosing, the Company shallSeller and Target shall (i) give, and shall cause the officersTarget and its Subsidiaries to give, directorsBuyer, employees, auditors, attorneysits counsel, financial advisors, lenders auditors and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer authorized representatives reasonable access at all reasonable times to the officers, employees, agentsoffices, properties, offices and other facilities, books and records of Target and its Subsidiaries and to the Company books and records of Seller relating to Target and its Subsidiaries, (ii) furnish, and shall furnish Parent cause Target and Buyer with all financialits Subsidiaries to furnish, operating to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Target and its Subsidiaries as Parent or Buyer, through its Representatives, such Persons may reasonably requestrequest and (iii) instruct the employees, except counsel and financial advisors of Seller, Target and Target’s Subsidiaries to cooperate with Buyer in each case with respect to documents its investigation of Target and its Subsidiaries. No investigation by Buyer or other information relating received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in any way this Agreement. (b) Subject to applicable Law, from the date hereof until the Closing, Buyer shall (i) give, and shall cause its Subsidiaries to give, Seller, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the current litigation between offices, properties, books and records of Buyer and its Subsidiaries, (ii) furnish, and shall cause its Subsidiaries to furnish, to Seller, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to Buyer and its Subsidiaries as such Persons may reasonably request and (iii) instruct the Company employees, counsel and is financial advisors of Buyer and its Subsidiaries on the one hand to cooperate with Seller and Parent on the Target in its investigation of Buyer and its Subsidiaries. No investigation by Seller or Target, or other hand information received by Seller or Target, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Buyer in this Agreement. (the “Company/Parent Litigation”c) Anything to the extent contrary in Section 4.3(a) or (b) notwithstanding, (i) access rights pursuant to Section 4.3(a) or (b) shall be exercised in such documents manner as not to interfere unreasonably with the conduct of the Target Business or the Buyer Business or any other business of the party granting such access and (ii) the party granting access may withhold any document (or portions thereof) or information (A) that is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality non-disclosure agreement with a third party, (B) that may constitute privileged attorney-client communications or attorney work product and the Company transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (C) if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws (including Competition Laws). (d) All information provided to Buyer or to Seller or Target pursuant to this Section 4.3 prior to the Closing shall be held as Confidential Information (as defined in the Mutual Confidentiality Agreement, dated July 5as of August 29, 2005 2014, among Seller, Buyer and Target (the “Confidentiality Agreement”). In addition) and shall be subject to the Confidentiality Agreement, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested terms of which are incorporated herein by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parentreference. The use of any information for Confidentiality Agreement shall continue in full force and effect until the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesClosing, including information provided under any agreement to at which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, time it shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoautomatically terminate. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and during normal business hours, from the date hereof to until the Effective Time, the Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees, auditors, attorneys, financial advisors, lenders auditors and other agents (collectively, the “Representatives”) of the Company and the Company Subsidiaries to, afford the officers, employees and other Representatives of Parent and Buyer Purchaser reasonable access at all reasonable times to the officers, employees, agents, properties, offices offices, plants and other facilities, books and records of the Company and its Subsidiarieseach Company Subsidiary, including the Owned Company Intellectual Property, and shall furnish Parent and Buyer Purchaser with all such financial, operating and other data and information (including the work papers of the Company’s accountants, subject to the prior written consent of the Company’s accountants) as Parent or BuyerPurchaser, through its their officers, employees and other Representatives, may reasonably request; provided, except in each case with respect however, that the Company may restrict or otherwise prohibit access to any documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) access to such documents or information is subject would give rise to the a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or constitute attorney work productinformation. In the event that the Company does not provide access or information in reliance on the preceding proviso, it shall use its reasonable best efforts to communicate the applicable information to Parent will remain in a way that would not violate the applicable Law or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or unreasonably create a risk of damage or destruction to any property or assets of the Company or any of the Company Subsidiaries. Any access to any Company Leased Real Property shall be subject to the terms of a confidentiality the applicable lease agreement and the Company’s reasonable security measures and insurance requirements. (b) All information obtained by Parent or Purchaser pursuant to this Section 7.4 shall be held confidential in accordance with the Mutual Non-Disclosure Agreement, dated as of April 15, 2010, between Parent and the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the . (c) The Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues in good faith as reasonably requested by Parent. To facilitate such cooperation Parent to report material (individually or in the aggregate) operational developments, material changes in the status of relationships with customers and consultation, potential customers and material changes in the Company shall make available to such Representatives status of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoongoing operations. (bd) No investigation pursuant to this Section 5.2 7.4 or otherwise shall affect any representation representation, warranty, covenant or warranty other agreement in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto or any Tender Offer Condition.

Access to Information; Confidentiality. (a) From Target shall permit Purchaser full access on reasonable notice and at reasonable hours to its properties and shall disclose and make available (together with the date hereof right to copy) to Purchaser and to the Effective Timeinternal auditors, loan review officers, employees, attorneys, accountants and other representatives of Purchaser all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Target, including, without limitation, all books of account (including, without limitation, the Company general ledger), tax records, minute books of directors' and 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 assets and title thereto (including, without limitation, abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to real or personal property), plans affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to other assets or business activities in which Purchaser may have a reasonable interest, including, without limitation, its interest in planning for integration and transition with respect to the business of Target; provided, however, that the foregoing rights granted to Purchaser shall, whether or not and regardless of the extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and covenants of Target set forth herein. In addition, Target shall instruct its officers, employees, counsel and accountants to be available for, and respond to any questions of, such Purchaser representatives, as arranged through the committee described in Section 4.1(g) hereof, at reasonable hours and with reasonable notice by Purchaser to such individuals, and to cooperate fully with Purchaser in planning for the integration of the business of Target with the business of Purchaser and the Purchaser Subsidiaries. (b) Purchaser shall, and shall cause each of the Purchaser Subsidiaries to, provide to Target, its officers, directorsemployees and representatives the same rights being granted by Target to Purchaser pursuant to Section 5.7(a); provided, employeeshowever, auditorsthat the foregoing rights granted to Target shall, attorneys, financial advisors, lenders whether or not and other agents (collectively, the “Representatives”) regardless of the Company toextent to which the same are exercised, afford in no way affect the Representatives nature or scope of Parent the representations, warranties and Buyer reasonable access at all reasonable times to the covenants of Purchaser set forth herein. In addition, Purchaser shall instruct its officers, employees, agentscounsel and accountants to be available for, propertiesand respond to reasonable questions of, offices representatives of Target at reasonable hours and other facilities, books and records with reasonable notice by Target to such individuals. (c) All information furnished by Target or Purchaser pursuant hereto shall be treated as the sole property of the Company and its Subsidiariesparty furnishing the information until the Effective Date, and and, if the Effective Date shall furnish Parent and Buyer with not occur, the receiving party shall return to the party which furnished such information, or destroy, all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way materials (including copies thereof) containing, reflecting or referring to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”)information. In addition, the Company shall, receiving party shall keep confidential all such information and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate not directly or indirectly use such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial information for any competitive or other administrative services as reasonably requested by Parentcommercial purpose. The use of obligation to keep such information confidential shall not apply to (i) any information for which (A) was already in the purpose receiving party's possession prior to the disclosure thereof to the receiving party by the party furnishing the information, (B) was then generally known to the public, (C) became known to the public through no fault of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any receiving party or any condition its representatives or (D) was disclosed to the obligations receiving party by a third party not bound by an obligation of the partiesconfidentiality or (ii) disclosures required by law or by governmental or regulatory authority.

Access to Information; Confidentiality. (a) From During the date hereof Interim Period, to the Effective Timeextent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, personnel and records and, during such period, each of the Company and Park shall, and shall cause the officersCompany Subsidiaries and the Park Subsidiaries, directorsrespectively, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times (i) furnish to the officers, employees, agentsother Party all other information (financial or otherwise) concerning its business, properties, offices offices, books, contracts, records and personnel as such other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, Party may from time to time reasonably request, except in each case with respect to documents or other information relating in any way (ii) furnish reasonably promptly to the current litigation between other Party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) requirements of federal or state securities Laws, except to the extent such documents or information is materials are otherwise publicly available, and (iii) with respect to the Company and the Company Subsidiaries and subject to the attorney-client terms of the Company Ground Leases and the Company Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other privilege environmental assessments that do not involve invasive testing or constitute attorney work productsampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any Company Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, however that Parent shall indemnify the Company for any losses, costs or damages caused by the access described in clause (iii) of this Section 7.5(a); provided, further, that no investigation pursuant to this Section 7.5 shall affect or be deemed to modify any of the representations or warranties made by the Company or the Park Parties, as applicable, hereto and all such access shall be coordinated through the Company or Park, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Parent will remain Notwithstanding the foregoing, neither the Company nor the Park Parties shall be required by this Section 7.5 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company dated July 5or Park, 2005 as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (B) the “Confidentiality Agreement”disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (if the Company or Park, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or legal duty), or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (if the Company or Park, as applicable, has used its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). In additionEach of the Company and the Park Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Effective Time, the Company shalland each of the Park Parties shall not, and shall cause its their respective Representatives and Affiliates not to, cooperate contact or otherwise communicate with parties with which the other Party has a business relationship regarding the business of such other Party or this Agreement and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate the transactions contemplated hereby without the prior written consent of such cooperation and consultationother Party not to be unreasonably withheld, the Company shall make available to such Representatives of Parent office space and secretarial conditioned or other administrative services as reasonably requested by Parent. The use of any information delayed (provided that, for the purpose avoidance of evaluating the Merger or the other transactions expressly contemplated by doubt, nothing in this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, Section 7.5(a) shall not be deemed to restrict a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoParty and its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the ordinary course)). (b) No investigation Each of the Company and Park shall hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 5.2 7.5, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall affect any representation or warranty remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination of any party or any condition this Agreement. (c) The Company shall cooperate and participate, as reasonably requested by Park from time to time and to the obligations extent consistent with applicable Law, in Park’s efforts to oversee the integration of the partiesParties’ operations in connection with, and taking effect upon consummation of, the Merger, including providing such reports on operational matters and participating on such teams and committees as Park may reasonably request.

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the date hereof period prior to the Effective TimeTime or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or violate applicable Law, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of the Company’s current and prior auditors). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), to the extent permitted by applicable Law, following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, auditorsinvestment bankers, attorneys, financial advisorsaccountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, lenders and directors, employees, investment bankers, attorneys, accountants or other agents (collectivelyadvisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the “Representatives”) obligations of the Company to, afford Parties (or remedies with respect thereto) or the Representatives of Parent and Buyer reasonable access at all reasonable times conditions to the obligations of the Parties under this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, agentsinvestment bankers, propertiesattorneys, offices accountants and other facilitiesadvisors and representatives to hold, books any and records of all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Subject to applicable law, the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives each of their respective Subsidiaries to, cooperate to ensure an orderly transition and consult integration process in connection with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or and the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding in order to minimize the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handdisruption to, and preserve the Company or any of its affiliatesvalue of, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations business of the partiesSurviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From During the date hereof Pre-Closing Period, the Company shall provide Parent with (i) reasonable access to the Effective Timeemployees of the Company or any Company Subsidiaries (“Employees”), during regular business hours, upon reasonable advance notice and without unduly interfering with operations for the purpose of providing Parent with an opportunity to discuss post-Closing employment terms and opportunities; provided that one of the persons identified in clause (a) of “Knowledge” shall be permitted to attend any meetings with employees, and (ii) to the extent reasonably requested by Parent, information about each Employee, including the current terms and conditions of his or her employment, and complete copies or, where not previously reduced to writing, summaries of all current agreements and arrangements with each such Employee, subject to applicable Law. Upon reasonable notice, during the Pre-Closing Period, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders each Company Subsidiary and other agents (collectively, the “Representatives”) each of the Company to, afford the Representatives of to (1) provide to Parent and Buyer reasonable access Merger Sub and the Parent Representatives access, at all reasonable times upon prior notice, to Company Representatives and the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof and (2) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense. No investigation conducted pursuant to this Section 5.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. Without limiting the foregoing, the Company shall promptly furnish to Parent reports with respect to the Company’s consolidated working capital and Cash and Cash Equivalent balances prepared in the ordinary course of business consistent with past practice. (b) With respect to the information disclosed pursuant to Section 5.3(a), the parties shall comply with, and shall furnish Parent and Buyer with cause their respective Representatives to comply with, all financialof their respective obligations under the Confidentiality Agreement, operating and other data and information dated as Parent or Buyerof December 16, through its Representatives2015, may reasonably requestas amended, except in each case with respect to documents or other information relating in any way to the current litigation between executed by the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, . (c) This Section 5.3 shall not require the Company shallto permit any access, and shall cause or to disclose any information, that would reasonably be expected to (i) result in any violation of its Representatives to, cooperate and consult obligations with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, respect to confidentiality if the Company shall make available have used commercially reasonable efforts to obtain the consent of a necessary Third Party to such Representatives of Parent office space and secretarial inspection or other administrative services as reasonably requested by Parent. The use of disclosure or (ii) cause any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement privilege (including attorney-client privilege) that Parent or Buyer or any of their affiliates may possess regarding the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of its affiliatessuch privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation; provided that, the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such obligations with respect to confidentiality or reasonably be likely to cause such privilege to be undermined with respect to such information provided under any agreement or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which Parentnon-employee Representatives of the other party shall be provided access to such information; provided, Buyer further, that the Company shall (x) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or any of its affiliates, on Company Subsidiaries’ confidentiality obligations or are reasonably likely to cause such privilege to be undermined and (y) communicate to the one hand, Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the Company or any subject matter of its affiliates, on such information (to the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement extent it is able to do so in accordance with respect thereto. (b) No investigation pursuant to the first proviso in this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties5.3(c)).

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees, auditors, attorneys, financial advisors, lenders directors and other agents (collectively, the “Representatives”) employees of the Company and the Company Subsidiaries, to, afford the Representatives officers, employees and agents of Parent and Buyer Merger Sub, at their sole cost and risk, reasonable access at during normal business hours and upon no less than two business days’ advance written notice, from the date hereof through the Effective Date, to all reasonable times to of the Company’s and the Company Subsidiaries’ officers, employees, agents, properties, offices facilities, books, records, non-privileged correspondence (in each case, whether in physical or electronic form), contracts and other facilities, books and records of the Company and its Subsidiariesassets, and shall request and use its commercially reasonable efforts to cause its agents, accountants, counsel, financial advisors and other Representatives to provide such access, and shall promptly furnish Parent and Buyer with Merger Sub (i) all financial, operating and other similar data and information, (ii) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws, (iii) all other non-privileged information concerning its and the Company Subsidiaries’ business, properties and personnel, in each case (x) as Parent through their officers, employees or Buyer, through its Representatives, agents may reasonably request, except (y) that are in each case with respect the possession, custody or control of the Company or a Company Subsidiary and (z) the disclosure of which would not violate any Law. Parent and Merger Sub, at their sole cost and risk, shall have the right to documents make such due diligence investigations as Parent and Merger Sub shall deem necessary or other information relating in any way reasonable, upon reasonable notice to the current litigation between the Company and is Subsidiaries without disruption or damage to Company’s operations or properties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Until the Effective Time, the provisions of the Confidentiality Agreement dated October 9, 2007 and as amended on the one hand January 22, 2008, between Parent and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, ) shall remain in full force and shall cause effect in accordance with its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoterms. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause each Subsidiary of the Company and each of their respective directors, officers, directors, employees, auditors, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, lenders “Company Representatives”) (i) to provide to Parent and other the Purchaser and their respective directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable full access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of the Company and the Subsidiaries and to their books and records, (ii) upon notice by Parent to, and in coordination with, any of the individuals set forth on Section 5.3 of the Company Disclosure Schedule, to provide Parent and the Purchaser the reasonable opportunity to communicate with the Company Employees they expect to retain with respect to the benefits and compensation of such employees following the Acceptance Time, (iii) to furnish promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may request in writing, and (iv) to provide to Parent and the Purchaser such reasonable access to stock transfer records and other information related to the ownership of capital stock of the Company, including access to the Company’s transfer agent, as Parent may request. Such access shall include the right to conduct Phase I environmental reviews at any property, office or other facility of the Company and its Subsidiaries; provided, however, that such access shall not include any right to test or take samples of air, water, groundwater, soil or any other media at any property. Notwithstanding the foregoing, any such 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 its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would contravene any Law. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall furnish cause the Parent Representatives to comply with, all of its obligations under the Nondisclosure Agreement, the confidentiality provisions of which shall survive and Buyer with all financialbe binding upon the Company and Parent until the Acceptance Time, operating notwithstanding anything to the contrary contained therein. (c) Within 15 Business Days after the date of this Agreement, the Company will provide to Parent the information described in the first sentence of Section 3.14(a) and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case Section 3.14(b) with respect to documents or other information relating in any way Foreign Employee Benefit Plans. Prior to the current litigation between delivery of such information, the Company representations and is Subsidiaries on warranties in the one hand first sentence of Section 3.14(a) and Parent on the other hand (the “Company/Parent Litigation”in Section 3.14(b) shall apply to Foreign Employee Benefit Plans only to the extent of the Knowledge of the Company. From and after the delivery of such documents or information is subject information, the representations and warranties in the first sentence of Section 3.14(a) and in Section 3.14(b) shall be deemed to be made with respect to Foreign Employee Benefit Plans without regard to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”)preceding sentence. In addition, until the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationdelivery of the information described in the preceding sentences, the Company representations and warranties set forth in the portions of Section 3.14 other than the first sentence of Section 3.14(a) and Section 3.14(b), as they relate to Foreign Employee Benefit Plans, shall make available be limited to the Knowledge of the Company. From and after the delivery of such Representatives information, the preceding sentence shall no longer apply. A “Foreign Employee Benefit Plan” is any Employee Benefit Plan that provides benefits only for employees or directors of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, Subsidiaries who are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations employed outside of the partiesUnited States.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (awhich such person shall use commercially reasonable efforts to cause the counterparty to waive) From from the date hereof of this Agreement to the Effective Time, the Company and Parent shall, and shall cause the each of their respective Subsidiaries and each of their respective directors, officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, investment bankers, advisors, lenders and agents and other agents representatives (collectively, the “Representatives”) of to (a) provide to the Company to, afford the other party and its respective Representatives of Parent and Buyer reasonable access at all reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of such party and its Subsidiaries and to the books and records thereof and (b) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the Company business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries, Subsidiaries as the other party and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, Representatives may reasonably request, except for such information or agreements set forth in each case with Section 6.3 to the Company Disclosure Letter or Section 6.3 to the Parent Disclosure Letter. No investigation conducted pursuant to this Section 6.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or the conditions to the obligations to consummate the Merger. With respect to documents or other the information relating in any way disclosed pursuant to this Section 6.3, the current litigation between parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Mutual Confidentiality Agreement, dated January 13, 2005, previously executed by the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective Subsidiaries is a party (which such person shall use reasonable best efforts to cause the counterparty to waive) from the date hereof of this Agreement to the Effective Time, the Company and Parent shall, and shall cause the each of its Subsidiaries and each of their respective directors, officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, investment bankers, advisors, lenders and agents and other agents representatives (collectively, "Representatives") to (i) ----------------- provide to the “Representatives”) of the Company to, afford the other party and its respective Representatives of Parent and Buyer reasonable access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of such party and its Subsidiaries and to the books and records thereof and (ii) subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning the Company business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries, Subsidiaries as the other party and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, Representatives may reasonably request, except in each case with respect . No investigation conducted pursuant to documents this Section 6.3(a) shall affect or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of to modify or limit any non-competition, non-disclosure representation or non-use agreement or other restrictive agreement with respect theretowarranty made in this Agreement. (b) No investigation With respect to the information disclosed pursuant to this Section 5.2 6.3, the parties shall affect comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality agreement, dated November 14, 2001, previously executed by the Company and Parent (the "Confidentiality Agreement"); provided, however, that the --------------------------- restrictions on Parent and its Subsidiaries, Affiliates and Representatives set forth in paragraph 8 of the Confidentiality Agreement shall be inapplicable with respect to any representation or warranty of the transactions set forth in this Agreement of any party or any condition to the obligations of the partiesAgreement.

Access to Information; Confidentiality. (a) From During the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to and shall cause its directors, officers, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Company Representatives”) to, at Parent’s sole expense, (i) provide to Parent, Merger Sub and their respective officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, the “Parent Representatives”) and, subject to Section 4.17, Debt Financing sources reasonable access, at reasonable times during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the Company tobusiness of the Company), afford upon reasonable prior notice to the Representatives of Parent and Buyer reasonable access at all reasonable times Company, to the officers, employeesadvisors, agents, Contracts, properties, offices and other facilities, books and records facilities of the Company and its Subsidiaries, and shall to the books and records thereof (including Tax Returns, but excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws and anything that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 4.4, to any Acquisition Proposal), and, with the Company’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to the employees of the Company and its Subsidiaries and (ii) furnish Parent and Buyer with all financialas promptly as reasonably practicable such information concerning the business, operating properties, Contracts, assets, Liabilities, personnel and other data aspects of the Company and information its Subsidiaries as Parent or Buyer, through its Representatives, the Parent Representatives may reasonably request; provided that (A) none of the Company, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is of its Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any Company Representative shall be required to provide access to or to disclose information where such access or disclosure would (x) contravene any applicable Law, Order or Contract of their affiliates may possess regarding the Company or any of its affiliatesSubsidiaries (so long as, including information provided under with respect to Contracts, the Company has used reasonable best efforts to obtain the consent of relevant third parties necessary to permit such access or disclosure) or, if determined the Company in good faith after consulting with counsel, result in antitrust risk for the Company, (y) reasonably be expected to violate or result in a loss or waiver of any agreement to which Parentattorney-client, Buyer legal or any work product privilege of its affiliates, on the one hand, and the Company or any of its affiliatesSubsidiaries (provided, on that the other handCompany or applicable Subsidiary will enter into a joint defense agreement with Parent if requested with respect to any such information) or (z) expose the Company to risk of liability for disclosure of sensitive or Personal Information; provided that in any such instance, are the Company shall inform Parent of the general nature of the information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such information, in whole or in part, to the extent and in a partymanner that would not result in any of the outcomes described in the foregoing clauses (x), (y) and (z), and (B) the Company shall not be deemed a breach required to afford access or furnish information to the extent such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any non-competition, non-disclosure or non-use agreement presentations or other restrictive agreement with respect thereto. materials prepared by or for the Company Board) where the Company Board discussed (x) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other Person, (y) any Acquisition Proposal or (z) any Intervening Event. Table of Contents (b) No investigation Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates shall, and shall cause the Parent Representatives or Company Representatives, as applicable, to keep all information received pursuant to this Section 5.2 4.2 or otherwise in connection with the Transactions (including information received prior to the Agreement Date) confidential to the extent such information would constitute Confidential Information as defined in the Confidentiality Agreement, and use such information solely in connection with the implementation of the Transactions or as otherwise permitted by the Confidentiality Agreement. Notwithstanding the foregoing, Parent, Merger Sub and the Company, and each of their respective Subsidiaries and Affiliates, and the Parent Representatives or Company Representatives, as applicable, shall affect any representation or warranty in this Agreement of any party be permitted to disclose all or any condition part of such information in the same manner and to the obligations same extent that Confidential Information as defined in the Confidentiality Agreement is permitted to be disclosed pursuant to paragraph 5 of the partiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of to Parent and Buyer reasonable access at all reasonable times to the Parent's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, offices and other facilitiesbooks, books contracts, commitments, Returns, personnel and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financialduring such period, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Representatives Subsidiaries to, cooperate furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and consult personnel as Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the representations or warranties contained in this Agreement. Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the extent required by, and in accordance with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationthe provisions of, the letter agreement dated August 17, 1999, between Parent and Company shall make available with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, it will not use any such Representatives non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoSubsidiaries. (b) No Upon reasonable notice, Parent shall, and shall cause each of its Subsidiaries to, afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, books, contracts, commitments, Returns, personnel and records and, during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request. Any such investigation pursuant to this Section 5.2 by Company shall not affect any representation the representations or warranty warranties contained in this Agreement Agreement. Except as required by law, Company will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Parent in confidence to the extent required by, and in accordance with the provisions of, the letter agreement, dated August 17, 1999, between Parent and Company with respect to confidentiality and other matters, and Company agrees that, prior to the Effective Time, it will not use any such non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of any party Parent or any condition to the obligations of the partiesits Subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”each of its Subsidiaries to) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, accountants, counsel and other representatives of Parent or USF&G, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, employees, auditors, agents, propertiesrepresentatives and records and, offices during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent, (i) each SAP Annual Statement and SAP Quarterly Statement filed by the Company's Subsidiaries during such period pursuant to the requirements of any applicable law; (ii) a copy of each report, schedule, registration statement and other facilitiesdocument filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, books Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and records with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its SubsidiariesSubsidiaries taken as a whole; and (iv) all other information concerning its business, properties and shall furnish Parent and Buyer with all financial, operating and personnel as the other data and information as Parent or Buyer, through its Representatives, party may reasonably request. (b) Upon reasonable notice, except in Parent shall (and shall cause each case of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to documents (i) material matters, conditions or other information relating events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any way to the current litigation between the Company and is Subsidiaries on the one hand and material respect and, during such period, Parent on the other hand shall (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Representatives Subsidiaries to) furnish promptly to the Company, cooperate (a) each SAP Annual Statement and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested SAP Quarterly Statement filed by Parent. To facilitate such cooperation and consultation, party's Subsidiaries during such period pursuant to the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use requirements of any information for applicable law; (b) a copy of each report filed by Parent with the purpose of evaluating the Merger SEC during such period pursuant to SEC requirements; and (c) all correspondence or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the written communication with A.M. Best and Company or any of its affiliatesSubsidiaries, including information provided under Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and with any agreement Governmental Entity or insurance regulatory authorities which primarily relates to which Parentthe transactions contemplated hereby. (c) The Confidentiality Agreement dated June 26, Buyer or any of its affiliates1997 (the "PARENT CONFIDENTIALITY AGREEMENT"), on the one hand, between Parent and the Company or any of its affiliatesand the confidentiality agreement dated July 30, on 1997 (the other hand"COMPANY CONFIDENTIALITY AGREEMENT"), are a party, between the Company and Parent shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement apply with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect information furnished thereunder or hereunder and any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.other activities contemplated thereby. 43

Access to Information; Confidentiality. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request (including, to the extent the Company is able, the work papers of Grant Thornton L▇▇). ▇▇▇▇▇▇▇▇g the date hereof of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of Parent as and Buyer reasonable access at all reasonable times to the officersextent requested by Parent, employees, agents, properties, offices provide Parent with (i) a complete and other facilities, books and records correct list of all licenses issued by the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand Federal Communications Commission (the “Company/Parent LitigationFCC”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested held by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesSubsidiaries (the “FCC Licenses”), including information provided under (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any agreement to which Parent, Buyer or any Notices of its affiliates, on Apparent Liability for Forfeiture issued by the one hand, and FCC against the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.Subsidiaries and

Access to Information; Confidentiality. (a) From Except (i) as otherwise prohibited by applicable Law or the date hereof terms of any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company has used, or has caused its Subsidiaries, as applicable, to use, commercially reasonable efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the Effective Timerestrictions or limitations as are reasonable in response to COVID-19 or required by any COVID-19 Measures, the Company shall, shall and shall cause the officersCompany Subsidiaries to, directorssolely for purposes that are, employeesin good faith, auditors, attorneys, financial advisors, lenders and other agents (collectively, related to the “Representatives”) consummation of the Merger (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company to, afford the Representatives of and its Subsidiaries with Parent and Buyer its Affiliates, and at Parent’s expense: (x) provide to Parent and its Representatives (including Debt Financing Sources) reasonable access at all access, during normal business hours and upon reasonable times prior notice to the Company by Parent, to the officers, employees, agents, properties, properties and offices and other facilities, books and records facilities of the Company and its the Company Subsidiaries, and shall to the material books and records thereof, and (y) furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilities and Buyer with all financial, operating personnel of the Company and other data and information the Company Subsidiaries as Parent or Buyer, through its Representatives, Representatives may reasonably request, except in each case with respect to documents or other information relating in any way to . In the current litigation between event that the Company or the Company Subsidiaries are withholding access or information requested by Parent or its Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company shall give notice to Parent of such fact and is use commercially reasonable efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company, any of the Company Subsidiaries on the one hand and or any of their respective Representatives to provide any opinion to Parent on the other hand (the “Company/Parent Litigation”) or to prepare any reports, analyses or appraisals to the extent such documents report, analysis or information appraisal is not otherwise readily available to the Company, the Company Subsidiaries or any of their respective Representatives. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to any property or assets of the Company or the Company Subsidiaries. Any access to the properties of the Company and the Company Subsidiaries will be subject to the attorney-client Company’s reasonable security measures and insurance requirements. All requests for access pursuant to this Section 7.02 must be directed to specified Representatives of the Company and the Specified Stockholder from time to time. (b) All information obtained by Parent, Merger Sub or other privilege or constitute attorney work product. Parent will remain subject their respective Representatives pursuant to the terms of a confidentiality agreement this Article VII shall be kept confidential in accordance with the Company amended and restated mutual nondisclosure agreement, dated July 5January 31, 2005 2023 (the “Confidentiality Agreement”), between Silver Lake Management Company V, L.L.C. and the Company. In additionNotwithstanding anything in the Confidentiality Agreement to the contrary, the Company shall, term “Representatives” (as defined in the Confidentiality Agreement) shall hereafter be deemed to include any actual or potential financing sources of Parent and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues (as reasonably requested by Parent. To facilitate such cooperation and consultation, defined in the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesConfidentiality Agreement), including information provided under any agreement to which Parentthe Debt Financing Sources, Buyer or any of its affiliates, on without the one hand, and need for “Required Consent” (as defined in the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoConfidentiality Agreement). (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable Law from the date hereof of this Agreement to the Effective Time, the Company shall, shall (and shall cause the Company Subsidiaries to): (i) provide to Parent (and its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents (representatives, collectively, the “"Representatives”") of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times times, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiaries, the Company Subsidiaries and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation books and records thereof (including, without limitation, access to the Company's accountants, any correspondence between the Company and is Subsidiaries on the one hand such accountants and Parent on the other hand (the “Company/Parent Litigation”) work papers prepared with respect to the extent Company by such documents or information is subject accountants), (ii) provide to Parent and its Representatives access to the attorney-client or Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and (iii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other privilege or constitute attorney work product. Parent will remain subject to the terms aspects of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company Subsidiaries as Parent or any of its affiliates, on the other hand, are a party, respective Representatives may reasonably request. No investigation conducted pursuant to this Section 6.03 shall not affect or be deemed a breach of to modify any non-competition, non-disclosure representation or non-use agreement or other restrictive agreement with respect theretowarranty made in this Agreement. (b) No investigation The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement dated January 26, 2000 (the "Confidentiality Agreement") between Parent and the Company with respect to the information disclosed pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties6.03.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company Harbrew New York shall, and shall cause its Representatives officers, employees, counsel, financial advisors and other representatives to, cooperate afford to the Parent and consult its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its properties, books, contracts, commitments, personnel and records and, during such period, Harbrew New York shall, and shall cause its officers, employees and representatives to, furnish promptly to Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Harbrew New York set forth herein and compliance by Harbrew New York of its obligations hereunder, during the period prior to the Effective Time of the Merger, Parent shall provide Harbrew New York and its representatives with Parent regarding transition planning reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and post-closing integration issues records as reasonably requested by Parent. To facilitate such cooperation may be necessary to enable Harbrew New York to confirm the accuracy of the representations and consultation, the Company shall make available to such Representatives warranties of Parent office space set forth herein and secretarial or other administrative services as reasonably requested compliance by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesobligations hereunder, including information provided under any agreement to which Parentand, Buyer or any of its affiliatesduring such period, on the one handParent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to Harbrew New York upon its request (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 (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretononpublic information in strict confidence. (b) No investigation pursuant to this Section 5.2 8.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof The Company shall afford to the Effective TimeParent and its accountants, counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the Company shallperiod prior to the Closing, to the Company’s properties and facilities, books, financial information (including working papers and data in the possession of the Company’s independent public accountants, internal audit reports, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times management letters” from such accountants with respect to the officersCompany’s systems of internal control), employees, agents, properties, offices and other facilities, books Contracts and records of the Company and its Subsidiariesand, and during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company as the Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may shall reasonably request; provided, except in each case with respect to documents or other information relating in any way however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationClosing, the Company shall make available generally keep the Parent informed as to such Representatives all material matters involving the operations and businesses of Parent office space and secretarial or other administrative services as reasonably requested by Parentthe Company. The use Company shall authorize and direct the appropriate directors, managers and employees of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any to discuss matters involving the operations and business of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any with representatives of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoParent. (b) All nonpublic information provided to, or obtained by, the Parent in connection with the Transactions shall be “Confidential Information” for purposes of the Confidentiality Agreement, the terms of which shall continue in force until the Closing. No investigation information provided to or obtained by the Parent pursuant to this Section 5.2 5.2(a) shall limit or otherwise affect any representation the remedies available hereunder to the Parent (including the Parent’s right to seek indemnification pursuant to ARTICLE VIII), or warranty in this Agreement of any party the representations or any condition warranties of, or the conditions to the obligations of of, the partiesparties hereto.

Access to Information; Confidentiality. (a) From During the period from the date hereof to of this Agreement through the Effective TimeClosing Date, the Company shall, Seller will give the Buyer and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officersits authorized Affiliates, employees, agents, propertiesadvisors, offices accountants, attorneys, engineers, environmental consultants, financing sources and other representatives reasonable access during customary working hours to all plants, offices, warehouses, facilities, books employees and records Books and Records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information Seller relating to the Business as Parent or Buyer, through its Representatives, they may reasonably request. (b) Each Party will hold and will cause its Affiliates, except employees, agents, advisors, accountants, attorneys, engineers, environmental consultants, representatives and financing sources to hold any information which such Party receives in each case connection with respect to documents or other information relating the transactions contemplated by this Agreement in any way to the current litigation between the Company strict confidence and is Subsidiaries on the one hand in accordance with and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company Confidentiality Agreement dated as of July 520, 2005 2001 between the Buyer and ASR, as may be amended or modified by the Parties (the “"Confidentiality Agreement”"). In addition. (c) Solely with respect to the Acquired Assets and documents reasonably available to Seller, the Company shallSeller, at its sole cost and expense, shall provide to the Buyer reasonable access (at all corporate offices of the Business) to all records and information concerning all Environmental Permits and Materials of Environmental Concern, used, stored, generated, treated or disposed of by the Seller, all environmental or safety studies conducted by or on behalf of the Seller and all reports, correspondence or filings to Governmental Authorities concerning the compliance of the Acquired Assets or the operation of the Business with Requirements of Environmental Laws, all policies and procedures manuals or guidelines utilized by the Seller to comply with Requirements of Environmental Laws, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as any other information reasonably requested by Parent. To facilitate such cooperation and consultationthe Buyer pertaining to environmental, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handhealth, and safety issues (the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties."Environmental Information"

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the each Company Subsidiary and each of their respective directors, officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, financing sources, agents, and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company toor any Company Subsidiary, afford upon prior written notice to the Representatives of Parent and Buyer reasonable access at all reasonable times Company, to the officers, employees, agentsauditors, properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof; (ii) furnish promptly information concerning the business, properties, contracts, assets and shall furnish Parent liabilities of the Company and Buyer with all financial, operating and other data and information Company Subsidiaries as Parent or Buyer, through its Representatives, the Parent Representatives may reasonably request; (iii) to the extent permitted by Law, except furnish promptly each report, schedule and other document filed or received by the Company or any of the Company Subsidiaries pursuant to the requirements of federal or state securities or regulatory Laws or filed with or sent to the SEC, FERC, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity, provided that the foregoing shall not require the Company or any Company Subsidiary or Company Representative to furnish any such materials that are otherwise publicly available or, unless otherwise requested by Parent, that arise in each case the ordinary course of business of the Company or the Company Subsidiaries; and (iv) promptly notify the Parent of any material developments in any audit or similar proceeding related to the change in any Utility Subsidiaries’ tax accounting method related to costs to repair and maintain utility assets; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would: (A) result in the loss of attorney-client privilege; (B) violate any obligations of the Company or any Company Subsidiary with respect to documents confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is a party; or (C) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law) (provided that the Company shall use its reasonable best efforts to (a) allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege with respect to clause (A) of this proviso, (b) obtain the required consent of such third party to provide access to or disclosure of such information relating with respect to clause (B) of this proviso, or (c) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company with respect to clauses (A), (B) or (C) of this proviso); it being understood and agreed that the Company shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information as a result of attorney-client privilege, Contract obligations or applicable Law and the Company shall use its reasonable best efforts to generally describe the types of information being withheld. No access, review or notice pursuant to this Section 5.3 shall have any way effect for the purpose of determining the accuracy of any representation or warranty given by any of the parties hereto to any of the other parties hereto. (b) With respect to the current litigation information disclosed pursuant to Section 5.3(a), Parent shall comply with all of its obligations under the Confidentiality Agreement dated September 16, 2013 between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionNotwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, the parties acknowledge and agree that nothing in the Confidentiality Agreement shall be construed to prevent Parent from making a request for reaffirmation of the Company shallBoard Recommendation pursuant to Section 5.4(d) hereof or engaging in confidential negotiations with the Company (including proposing changes to this Agreement) pursuant to and in accordance with Sections 5.4(e), and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent5.4(f) hereof. The use of any information for Company acknowledges and agrees that the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, immediately preceding sentence shall not constitute or be deemed a breach request from Parent that the Company waive or amend the provisions of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations paragraph 6 of the partiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries 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 hereof to of this Agreement until the earlier of the Effective TimeTime or the Termination Date, the Company shall, or EAI shall (i) provide or cause to be provided to Parent (and shall cause the its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents representatives (collectively, the “"Representatives”")) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times upon prior notice to the its officers, employees, agents, properties, offices and other facilitiesfacilities and, on an as needed basis, to those of EAI and to the books and records of the Company and its Subsidiariesand, as directly applicable, of EAI, and shall (ii) promptly furnish Parent or cause to be furnished such information concerning Company's business, properties, contracts, assets, liabilities and Buyer with all financial, operating personnel (and other data and information such of EAI as are directly applicable) as Parent or Buyer, through its Representatives, Representatives may reasonably request, except . Parent's right of access and inspection shall be exercised in each case with respect such a manner as not to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement unreasonably interfere with the operations of Company's or EAI's business and shall be coordinated with the President of Company. From the date of this Agreement until the earlier of the Effective Time or the Termination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company dated July 5employee or agent without one of the Managing Stockholders being present; provided, 2005 however, that the Managing Stockholders shall make themselves available for such meetings as requested by Parent. Each of Parent and the Stockholders shall (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation) abide by, the Company shall make available to such Representatives terms of that certain confidentiality agreement dated March 21, 2000 by and between Parent office space and secretarial or other administrative services Company, a copy of which is attached hereto as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) Annex G. No investigation conducted pursuant to this Section 5.2 6.03 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party or any condition to the obligations of the partiesAgreement.

Access to Information; Confidentiality. (a) From Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company shall, shall (and shall cause the Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders financing sources, agents and other agents representatives (collectively, the “Representatives”) of the Company toParent reasonable access, afford the Representatives of Parent during normal business hours and Buyer upon reasonable access at all reasonable times prior notice by Parent, to the officers, employees, agents, properties, offices and other facilitiesfacilities (including, books and records but not limited to, the Facilities) of the Company and its SubsidiariesSubsidiaries and to the books and records thereof, and shall (ii) furnish promptly to Parent and Buyer with all financialsuch information concerning the business, operating properties, Contracts, assets, liabilities, personnel and other data aspects of the Company and information the Subsidiaries as Parent or Buyer, through its Representatives, Representatives may reasonably request. Without limiting the foregoing, except in Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each case with respect of the Company’s properties, provided, however, that neither Parent nor its Representatives shall have the right to documents take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or other information relating in sediment) or any way building material or to perform any invasive testing procedure on any building; and that any such inspections shall be reasonably acceptable to the current litigation between Company, implemented in a manner that does not disrupt the operations of the Company or any of the Subsidiaries, paid for by Parent at Parent’s sole cost and is Subsidiaries on expense and a copy of the one hand and Parent on the other hand (the “Company/Parent Litigation”) results thereof delivered to the extent such documents Company. (b) All information obtained by Parent or information is subject its Representatives pursuant to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement this Section 6.01 shall be kept confidential in accordance with the Company confidentiality agreement, dated July 59, 2005 2009 (the “Confidentiality Agreement”). In addition, the Company shallamong The GEO Group, and shall cause its Representatives toInc., cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoCompany. (bc) No investigation Any actions taken pursuant to this Section 5.2 6.01, and/or the failure to take any actions pursuant to this Section 6.01, shall not affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause each Company Subsidiary to: (i) provide to the Parent and the Purchaser and their respective officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders advisors and other authorized agents (collectively, the “Parent Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of the Company and each Company Subsidiary and to the books and records thereof (including Tax Returns and related workpapers) as the Parent or the Purchaser may reasonably request, (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, properties, offices and other properties, Company Products, Contracts, assets, liabilities, employees, officers and other aspects of the Company and each Company Subsidiary as the Parent or the Parent Representatives may reasonably request, (iii) reasonably cooperate with the Parent Representatives to organize and facilitate meetings among the Parent Representatives and the Company Representatives to be located at the properties, offices or other facilities of the Company and the Company Subsidiaries at such times during normal business hours as the Parent or the Purchaser may reasonably request, (iv) use commercially reasonable efforts to furnish or produce information related to the financial or tax records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as if reasonably requested by the Parent or Buyerthe Purchaser (which, through its Representativesfor purposes of this Section 5.2, may reasonably request, except in each case with respect shall be deemed to documents be furnished or other information relating in any way to the current litigation produced upon entering into an engagement between the Company and is Subsidiaries on the one hand Company’s regular external advisors to produce such information), and Parent on the other hand (the “Company/Parent Litigation”v) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement reasonably cooperate with the Company dated July 5Parent and the Parent Representatives with respect to communications to, 2005 (the “Confidentiality Agreement”). In additionand to organize and facilitate meetings with, customers, suppliers and other key business relations of the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Subsidiaries as the Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated Purchaser may reasonably request; provided, that communications and meetings by this Agreement that the Parent or Buyer or any its affiliates with customers of their affiliates may possess regarding the Company or any Company Subsidiary (other than customers of its affiliates, including information provided under any agreement to which Parent, Buyer or any of both the Parent and its affiliates, on the one hand, and the Company or any of its affiliatesand the Company Subsidiaries, on the other hand) shall be made jointly by the Parent and the Company and in consultation with the Company or the applicable Company Subsidiary, are except, in each case, to the extent the Company reasonably determines, after consultation with legal counsel, that any of the foregoing actions would be, in any respect material to the Company, prohibited by applicable Law, would result in a partywaiver of any available privilege or trade secret protection of the Company or the Company Subsidiaries or would breach, contravene or violate, constitute a default under, or give a third party the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any Company Subsidiary is a party (in each case, it being agreed that the Company shall give notice to the Parent of the fact that it is withholding such access or information and thereafter the Company and the Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a violation, disclosure, waiver or breach); provided, however, that (x) any such access and cooperation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or the discharge by employees of the Company or the Company Subsidiaries of their employment responsibilities, (y) any such access to accountants and accountants’ work papers shall be subject to customary conditions, and (z) in no event shall such access include the right to conduct any environmental sampling or testing unless agreed to in advance by the Company, which agreement shall not be unreasonably withheld, conditioned or delayed. All requests for access and information shall be coordinated through the executive officers of the Company. No investigation conducted pursuant to this Section 5.2(a) shall affect or be deemed a breach of to modify or limit any non-competition, non-disclosure representation or non-use agreement or other restrictive agreement with respect theretowarranty made by the parties in Article 3 and Article 4. (b) No investigation With respect to the information disclosed pursuant to Section 5.2(a), the Parent shall comply with, and shall cause the Purchaser and the Parent Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated June 6, 2016, by and between the Company and the Parent (the “Confidentiality Agreement”); provided, that (i) nothing in the Confidentiality Agreement shall restrict the Parent’s or the Purchaser’s ability to take any of the actions expressly contemplated by this Agreement and (ii) in the event that the Company delivers to the Purchaser a Notice of Superior Proposal of a type described in Section 5.3(d), the restrictions set forth in Section 8, Section 9 and Section 12 of the Confidentiality Agreement shall terminate and cease to apply to the Parent and the Purchaser. The Company and the Parent hereby agree, in accordance with Section 19 of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed to have been, and hereby is, amended by the provisions of this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties5.2(b).

Access to Information; Confidentiality. (a) From Except as otherwise prohibited by applicable Laws or the terms of any Contract to which the Company or any of its Subsidiaries is subject (provided that the Company shall use its reasonable best efforts to promptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), from the date hereof to of this Agreement until the earlier of the date on which this Agreement is terminated in accordance with its terms or the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company its Subsidiaries to, afford the Representatives of (i) provide to Parent and Buyer Parent’s Representatives reasonable access at all reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of the Company and its Subsidiaries and to the books and records thereof; and (ii) furnish as promptly as reasonably practicable to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request; provided that the Company shall not be required to (A) take or allow actions that would unreasonably interfere with the operation of the business of the Company and its Subsidiaries, and shall or (B) provide access to or furnish Parent and Buyer with all financial, operating and other data and any information if doing so would violate any applicable Laws or where such access to information may involve the waiver of any privilege so long as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer ’s or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement Subsidiary’s privilege with respect thereto. (b) All information obtained by the parties pursuant to this Section 7.04 shall be kept confidential in accordance with Section 10.08. (c) No investigation pursuant to this Section 5.2 7.04 shall affect any representation representation, warranty, covenant or warranty agreement in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date hereof of this Agreement until the earlier to occur of the Effective Time, Time or the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) termination of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer this Agreement in accordance with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionset forth in Article VII, the Company shall, and shall cause its Representatives Subsidiaries to, cooperate afford to Parent and consult Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives business or operations of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handSubsidiaries, and the Company or shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its affiliatesSubsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, on warranties, covenants, or agreements contained herein, or limit or otherwise affect the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure remedies available to Parent or non-use agreement or other restrictive agreement with respect theretoMerger Sub pursuant to this Agreement. (b) No investigation pursuant Parent and the Company shall comply with, and shall cause their respective Representatives to this Section 5.2 comply with, all of their respective obligations under the Confidentiality Agreement, dated July 5, 2019, between Parent and Company Financial Advisor as agent for the Company (the “Confidentiality Agreement”), which shall affect any representation or warranty in survive the termination of this Agreement of any party or any condition to in accordance with the obligations of the partiesterms set forth therein.

Access to Information; Confidentiality. (a) The parties shall comply with, and shall cause their respective Representatives (as defined below) to comply with, to the extent permitted by applicable law, all of their respective obligations under the Confidentiality Agreement dated on or about July 15, 2007 (the “Confidentiality Agreement”). (b) Subject to the Confidentiality Agreement, from the date hereof to the Effective Time, the Company shall (and shall cause each of its Subsidiaries to) provide to Parent, the Purchaser and their respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, agents and other representatives (collectively, “Representatives”) reasonable access to all information and documents which Parent or the Purchaser may reasonably request regarding the businesses, assets, liabilities, employees and other aspects of the Company or its Subsidiaries. (c) From the date hereof to the Effective Time, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents each of its Subsidiaries to): (collectivelyi) provide to Parent, the “Representatives”) of the Company toPurchaser and their respective Representatives full and complete access in all material respects, afford the Representatives of Parent during normal business hours and Buyer upon reasonable access at all reasonable times prior notice, to the officers, employees, customers, suppliers, agents, properties, offices and other facilities, books and records facilities of the Company and its SubsidiariesSubsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, and shall furnish Parent and Buyer with all financialproperties, operating contracts, assets, liabilities, personnel, customers, suppliers and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between aspects of the Company and is its Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionas Parent, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer Purchaser or any of their affiliates respective Representatives may possess regarding reasonably request. (d) No investigation by the Company Company, Parent, the Purchaser or any of its affiliatestheir respective Representatives, including information provided under any agreement whether prior to which Parent, Buyer the execution of this Agreement or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 6.5, shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP). Following the date hereof of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of Parent as and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation , provide Parent, to the extent applicable, with (i) a complete and consultation, correct list of all licenses issued by the Company shall make available to such Representatives of Parent office space Federal Communications Commission (the "FCC") and secretarial or other administrative services as reasonably requested held by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesSubsidiaries (the "FCC Licenses"), including information provided under (ii) complete and correct copies of each FCC License, (iii) the address and physical location of the device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and correct copies of any agreement to which Parent, Buyer or any Notices of its affiliates, on Apparent Liability for Forfeiture issued by the one hand, and FCC against the Company or any of its affiliates, on Subsidiaries and (vi) all reasonably available information in the other hand, are a party, shall not be deemed a breach possession of the Company or any of its Subsidiaries necessary for Parent to make an independent determination that the Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any non-competition, non-disclosure transactions that effected a change of ownership or non-use agreement control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or other restrictive agreement with respect theretocontrol). (bc) No investigation pursuant Subject to this Section 5.2 applicable law, the Company and Parent shall, and shall affect any representation or warranty cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement of any party or any condition in order to minimize the obligations disruption to, and preserve the value of, the business of the partiesSurviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From Subject to and in accordance with the terms and conditions of that certain letter dated March 2, 1999, between Parent and the Company (the "Confidentiality Agreement"), from the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the its Subsidiaries, officers, directors, employees, auditors, attorneys, financial advisors, lenders employees and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives officers, employees and agents of Parent, Purchaser and their affiliates and the attorneys, accountants, banks, other financial institutions and investment banks working with Parent or Purchaser, and Buyer their respective officers, employees and agents, reasonable access access, at all reasonable times upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the Company's business, to the its officers, employees, agents, properties, offices books, records and other facilities, books and records of the Company and its Subsidiariescontracts, and shall furnish Parent, Purchaser and their affiliates and the attorneys, banks, other financial institutions and investment banks working with Parent and Buyer with or Purchaser, all financial, operating and other data and information as Parent or Buyer, through its Representatives, may they reasonably request, except in each case with respect to documents or other information relating in any way . (b) Subject to the current litigation between the Company requirements of law, Parent and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company Purchaser shall, and shall cause its Representatives their officers, employees, agents and affiliates and the attorneys, banks, other financial institutions and investment banks who obtain such information to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available hold all information obtained pursuant to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger this Agreement or the other transactions expressly contemplated by Confidentiality Agreement in confidence in accordance with the terms and conditions of the Confidentiality Agreement and in the event of termination of this Agreement that for any reason, Parent or Buyer or any of their affiliates may possess regarding shall promptly return all nonpublic documents obtained from the Company or any of its affiliates, including information provided under Subsidiaries and any agreement to which copies made of such documents for Parent and all documentation and other material prepared by Parent, Buyer Purchaser or any of its affiliates, their advisors based on the one hand, and written nonpublic information furnished by the Company or any of its affiliates, on the other hand, are a party, advisors shall not be deemed a breach of any non-competition, non-disclosure destroyed except for those which Parent or non-use agreement its counsel deems advisable to retain in connection with pending or other restrictive agreement with respect theretofuture litigation. (bc) No investigation pursuant to this Section 5.2 4.3 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party (a) From which such Person will use commercially reasonable efforts to cause the counterparty thereto to waive), and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date hereof of this Agreement to the Effective Time, the Company shallwill, and shall will cause the its directors, officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) of the Company to, afford the Representatives of : (i) provide to Parent and Buyer Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at all reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of such party and its Subsidiaries and to the books and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company such party and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information Subsidiaries as Parent or Buyer, through its Representatives, the Parent Representatives may reasonably request, except in each case with respect provided that no investigation pursuant to documents this Section 6.2 shall affect or other information relating in be deemed to modify any way representation or warranty made by the Company herein or any of the conditions to the current litigation obligations of the parties hereto under this Agreement. The information referred to in the previous sentence shall be subject to the Mutual Confidentiality Agreement, dated February 10, 2011, by and between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation or disclosure, pursuant to this Section 5.2 6.2 or otherwise, shall affect any representation modify or warranty supplement the representations and warranties of the Company in this Agreement of any party Agreement, except as provided in the Company SEC Documents or any condition in the Company Disclosure Letter in each case as and to the obligations of extent provided in the partiesintroductory paragraph to Article 4.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Autoliv or ▇▇▇▇▇▇ or any of their respective subsidiaries is a party or pursuant to applicable Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules the parties are required to comply, from the date hereof of this Agreement to the Effective Time, the Company shall, : (i) Autoliv shall (and shall cause the its subsidiaries to): (A) provide to ▇▇▇▇▇▇ (and its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents (representatives, collectively, the “"Representatives”") of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times times, upon reasonable prior notice, to its officers, employees, agents, properties, offices and other facilities of it and its subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning its business, properties, contracts, assets, liabilities, personnel and other aspects of it and its subsidiaries as ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇ Representatives may reasonably request. (ii) ▇▇▇▇▇▇ shall (and shall cause its subsidiaries to): provide to Autoliv and Autoliv's Representatives reasonable access at reasonable times, upon reasonable prior notice, (A) to the officers, employees, agents, properties, offices and other facilities, facilities and the books and records relating to the Retained Business, (B) to personnel at ▇▇▇▇▇▇'▇ corporate headquarters to the extent necessary to confirm the proper division of assets and liabilities between Spinco and ▇▇▇▇▇▇ pursuant to the Company Distribution Agreement and its Subsidiariesthe other Ancillary Agreements and (C) to personnel at ▇▇▇▇▇▇'▇ corporate headquarters (and counsel, consultants and shall furnish Parent and Buyer with all financialdivisional ▇▇▇▇▇▇ managers if appropriate), operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating ▇▇▇▇▇▇'▇ contingent liabilities in any way a manner consistent generally with the approach taken by ▇▇▇▇▇▇ and Autoliv prior to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand date of this Agreement. ▇▇▇▇▇▇ shall (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its subsidiaries to) furnish promptly such information as Autoliv or Autoliv's Representatives tomay reasonably request concerning the business, cooperate properties, contracts, assets, liabilities, personnel and consult with Parent regarding transition planning other aspects relating to (1) the Retained Business and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation (2) ▇▇▇▇▇▇, to the extent necessary to confirm the proper division of assets and consultation, liabilities between Spinco and ▇▇▇▇▇▇ pursuant to the Company shall make available to such Representatives of Parent office space Distribution Agreement and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by Ancillary Agreements. No investigation conducted pursuant to this Agreement that Parent Section 8.3 shall affect or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of to modify any non-competition, non-disclosure representation or non-use agreement or other restrictive agreement with respect theretowarranty made in this Agreement. (b) No investigation The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the reciprocal Confidentiality Agreements dated July 18, 1996 (the "Confidentiality Agreements") between Autoliv and ▇▇▇▇▇▇ with respect to the information disclosed pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party 8.3 or any condition information disclosed by the other party prior to the date hereof. (c) Effective upon the Spinoff, ▇▇▇▇▇▇ will (i) assign all of its rights under the Confidentiality Agreements, other than with respect to the Retained Business and (ii) cause Spinco to assume all of the obligations of ▇▇▇▇▇▇ under the partiesConfidentiality Agreements from and after the Spinoff, other than with respect to the Retained Business.

Access to Information; Confidentiality. (a) From the date hereof to of this Agreement until the Effective Time, the Company shallwill give Parent and Buyer and their authorized representatives (including counsel, and shall cause the officers, directors, employees, auditors, attorneysconsultants, financial advisors, lenders accountants, banks, financial institutions and other agents (collectivelyauditors), the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable full access at during normal business hours to all reasonable times to the officers, employees, agents, properties, offices and other facilities, personnel and operations and to all books and records of the Company and its the Subsidiaries, will permit Parent and shall Buyer and their authorized representatives to make such inspections as it may reasonably request and will cause its officers and those of the Subsidiaries to furnish Parent and Buyer and their authorized representatives with all financial, such financial and operating data and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents its business and properties as Parent and Buyer or other information relating such representatives may from time to time request; provided, that, any such inspections and examinations shall be conducted at reasonable times and under reasonable circumstances in any way a manner not disruptive to the current litigation between Company's day- to-day operations. The Company shall give Parent and Buyer and their authorized representatives full and reasonable access to the Company's management and the Company shall permit Parent and Buyer to approach and negotiate with any or all employees of the Company and is Subsidiaries on each Subsidiary, including, but not limited to, managerial staff, in an effort to persuade them to continue in the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms employ of a confidentiality agreement with the Company dated July 5, 2005 (and each Subsidiary pending the “Confidentiality Agreement”). In addition, the Company shall, Closing and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handthereafter, and the Company shall use commercially reasonable efforts to assist Parent and Buyer in such negotiations. No investigation by Parent or Buyer shall, however, diminish or obviate in any way, or affect the right of Parent or Buyer to rely upon, any of its affiliatesthe representations, on warranties, covenants or agreements of the Company contained in this Agreement or in any other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoCompany Agreement. (b) No investigation pursuant Each of Parent and Buyer agrees to this Section 5.2 shall affect keep confidential and not divulge to any representation other party or warranty in person (other than to the employees, attorneys, accountants and consultants of each who have a need to receive such information and other than as may be required by law or the rules of the Nasdaq Market) any information received from the Company, unless and until such documents and other information otherwise becomes publicly available. In the event of termination of this Agreement for any reason, each of Parent and Buyer shall promptly return, or at the election of the Company, destroy all non-public documents obtained from the Company and any party copies or any condition notes of such documents (except as otherwise required by law) and, upon the request of the Company, confirm such destruction to the obligations of the partiesCompany in writing.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or the Company Subsidiary is a party (which such Person shall use its commercially reasonable efforts to cause the counterparty thereto to waive), from the date hereof of this Agreement to the Effective Time, the Company shall, and shall cause the Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and the Purchaser and their respective officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, the “Parent Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times upon prior notice to the officers, employees, agents, Significant Customers, Significant Suppliers, properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiary and to the books and records thereof (including Tax Returns) (provided that, with respect to access to Significant Customers and Significant Suppliers, the Company and the Company Representatives shall only be required to use commercially reasonable efforts to provide such access); and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, Personnel and other aspects of the Company and the Company Subsidiary as Parent or the Parent Representatives may reasonably request. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to modify or limit any representation or warranty made by the Company in this Agreement. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent shall comply with, and shall furnish cause the Parent Representatives to comply with, all of its obligations under the Unilateral Confidentiality and Buyer with all financialNon-Disclosure Agreement effective November 24, operating 2009, by and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to until the Effective TimeClosing, upon reasonable notice, the Company shallshall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the offices, properties, books and records of the Company, (ii) furnish to Parent, its counsel, financial advisors, auditors and 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 Company to cooperate with Parent in its investigation of the Company. Any investigation pursuant to this Section 5.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and shall be arranged through the responsible officers of the Company designated for such purpose. No investigation by Parent or other information received by Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers or the Company in this Agreement. (b) After the Closing, Sellers and their Affiliates shall hold, and shall use their reasonable best efforts to cause the their respective officers, directors, employees, auditorsaccountants, attorneyscounsel, financial advisorsconsultants, lenders advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other agents requirements of Law, all confidential documents and information concerning the Company, except to the extent that such information can be shown to have been (collectivelyi) previously known on a nonconfidential basis by Sellers, (ii) in the “Representatives”public domain through no fault of Sellers or their Affiliates or (iii) later lawfully acquired by Sellers from sources other than those related to its prior ownership of the Company toCompany. The obligation of Sellers and their respective 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) From the date hereof until the Closing, and from and after the Closing, upon reasonable notice, Sellers shall afford the Representatives of promptly to Parent and Buyer its agents reasonable access at all reasonable times during normal business hours to the officers, employees, agents, properties, offices and other facilities, its books and records of (including accountant’s work papers) relating to the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents reasonably necessary for Parent in connection with any audit, investigation, dispute or information is subject Litigation relating to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5Company, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by except for Litigation between Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliatesand/or Sellers, on the other hand; provided that (i) such books and records are material to such audit, investigation, dispute or Litigation, (ii) the information contained in such books and records is not available from the Company and (iii) any such access by Parent shall not unreasonably interfere with the conduct of the business of Sellers. Parent shall keep such books, records and information gained therefrom in confidence, except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, (ii) in the public domain through no fault of Parent or its Affiliates or (iii) received on a non-confidential basis from a source other than the Company or Sellers, provided that such source is not known to Parent to be subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information. In the event that Parent becomes legally compelled (by deposition, interrogatory request for documents, subpoena, civil investigative demand or similar process) to disclose any such information, Parent may disclose such information to the extent legally required; provided, however, that (a) the Company and/or Sellers, as applicable, are a partyfirst notified of such legal process, shall not be deemed a breach of any non-competitionunless such notice is prohibited by law or court order, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant Parent attempts to this Section 5.2 obtain the Company’s and/or Seller’s (as applicable) consent to such disclosure, and (c) at the Company’s and/or Seller’s (as applicable) request, Parent shall affect any representation or warranty provide reasonable assistance in this Agreement of any party or any condition to the obligations of the partiesobtaining protective relief from such disclosure.

Access to Information; Confidentiality. (a) From Upon reasonable notice, the date hereof Company shall (and shall cause each of its Subsidiaries to) afford to the duly authorized representatives of Acquirors, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, records and officers and, during such period, the Company shall, shall (and shall cause the officerseach of its Subsidiaries to) make available to Acquirors such information concerning its business, directors, employees, auditors, attorneys, financial advisors, lenders properties and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information personnel as Parent or Buyer, through its Representatives, Acquirors may reasonably request. (b) Upon reasonable notice, except in the Acquiror shall (and shall cause each case with respect to documents or other information relating in any way of its Subsidiaries to) afford to the current litigation between duly authorized representatives of Company, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, records and officers and, during such period, the Acquiror shall (and shall cause each of its Subsidiaries to) make available to Company such information concerning its business, properties and personnel as Company may reasonably request; provided, Acquiror shall have no obligation in response to a reasonable request by the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to provide access to or otherwise disclose to the extent such documents Company any information or information is documents, subject to the attorney-client privilege, or concerning any potential or proposed acquisition or disposition of any Person, business operation or material assets by Acquiror or any of its Subsidiaries (or other privilege proposed material transactions) until such time as Acquiror or constitute attorney work product. Parent one of its Subsidiaries enters into a letter of intent with respect thereto. (c) The Parties will remain subject hold any information that is nonpublic in confidence to the terms extent required by, and in accordance with, the provisions of a confidentiality agreement with the Company Mutual Confidentiality Agreement between Acquiror and the Company, dated July 5November 3, 2005 2010 (the “Confidentiality Agreement”). In addition, which Confidentiality Agreement will remain in full force and effect. (d) No such investigation by Acquirors shall affect the Company shall, representations and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested warranties of the Company. (e) No such investigation by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space affect the representations and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations warranties of the partiesAcquirors.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement until the earlier to occur of the Effective Time, Time or the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) termination of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer this Agreement in accordance with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms set forth in ARTICLE IX of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality this Agreement”). In addition, the Company shall, and shall cause its Representatives Subsidiaries to, cooperate afford to Diodes and consult Diodes’ Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives business or operations of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, vendors and customers (to the extent access to such vendors and customers can be obtained by the Company using commercially reasonable efforts), properties, offices and other Facilities and to all books, records, Contracts and other assets of the Company and its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handSubsidiaries, and the Company or shall, and shall cause its Subsidiaries to, furnish promptly to Diodes such other information concerning the business and properties of the Company and its Subsidiaries as Diodes may reasonably request from time to time. Neither the Company nor any of its affiliatesSubsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, on or limit or otherwise affect the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure remedies available to Diodes or non-use agreement or other restrictive agreement with respect theretoMerger Sub pursuant to this Agreement. (b) No investigation pursuant Diodes and the Company shall comply with, and shall cause their respective Representatives to this Section 5.2 comply with, all of their respective obligations under the Confidentiality Agreement, which shall affect any representation or warranty in survive the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of any party or any condition to this Agreement in accordance with the obligations of the partiesterms set forth therein.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officersits Subsidiaries, directors, employees, auditors, attorneys, financial advisors, lenders and other agents to: (collectively, the “Representatives”i) of the Company to, afford the Representatives of provide to Parent and Buyer reasonable its Representatives access at all reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries; and (ii) furnish promptly such information concerning Company and its Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties; PROVIDED, HOWEVER, that neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building. No investigation conducted under this Section 5.3(a), however, will affect or be deemed to modify any representation or warranty made in this Agreement. (b) Parent and the Company shall comply with, and shall furnish Parent and Buyer with cause their respective Representatives to comply with, all financialof their respective obligations under the Confidentiality Agreement, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5February 28, 2005 (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), between Blackstone Real Estate Acquisitions IV L.L.C. and the Company with respect to the information disclosed under this Section 5.3. (c) Nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the Company's or its Subsidiaries' operations prior to the Effective Time. In additionPrior to the Effective Time, the Company shall, consistent with the terms and shall cause its Representatives toconditions of this Agreement, cooperate exercise complete control and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, supervision over the operations of the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoSubsidiaries. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the its officers, employees, agentscounsel, financial advisors and other representatives to, afford to Cayman Zhongtian and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Exchange to its and to Zhongtian’ properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionperiod, the Company shall, and shall cause its Representatives and Zhongtian’s officers, employees and representatives to, cooperate furnish promptly to Cayman Zhongtian all information concerning their respective business, properties, financial condition, operations and consult with Parent regarding transition planning personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and post-closing integration issues as reasonably requested warranties of Cayman Zhongtian set forth herein and compliance by Parent. To facilitate such cooperation and consultationCayman Zhongtian of their respective obligations hereunder, during the period prior to the Effective Time of the Exchange, Cayman Zhongtian shall provide the Company shall make available and its representatives with reasonable access during normal business hours to such Representatives its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of Parent office space the representations and secretarial or other administrative services as reasonably requested warranties of Cayman Zhongtian set forth herein and compliance by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any Cayman Zhongtian of their affiliates may possess regarding obligations hereunder, and, during such period, Cayman Zhongtian shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or any state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handCompany and Cayman Zhongtian will hold, and the Company or will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretononpublic information in confidence. (b) No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of to Parent and Buyer reasonable access at all reasonable times to the Parent’s officers, employees, agentsinvestment bankers, propertiesattorneys, offices accountants, auditors, consultants and other facilitiesrepresentatives and advisors access upon reasonable advance notice, books and records during normal business hours in a manner as to not unreasonably interfere with the conduct of business of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way Subsidiaries during the period prior to the current litigation between earlier of the Effective Time or the termination of this Agreement to their respective properties, assets, books, records, Contracts, Permits, documents, information, auditors, auditor’s work papers, directors, officers and employees. Notwithstanding the foregoing, neither the Company and is nor any of its Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) shall be required to the extent such documents provide access to or disclose information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with where the Company dated July 5, 2005 reasonably determines (upon the “Confidentiality Agreement”). In addition, advice of outside counsel) that such access or disclosure could jeopardize the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives attorney‑client privilege of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesSubsidiaries or conflict with or violate any applicable Law or any Contract, including information provided under any agreement confidentiality obligations contained therein, to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are Subsidiaries is a party; provided, that the Company shall use its reasonable best efforts (i) to allow for such access or disclosure in a manner that does not be deemed result in a breach loss of attorney-client privilege or (ii) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. Except as required by any non-competitionapplicable Law or Order, non-disclosure or non-use agreement or other restrictive agreement Parent shall treat and shall direct its representatives to treat, all information received from the Company pursuant to this Section 6.02(a) confidential in accordance with respect theretothe Confidentiality Agreement. (b) No investigation pursuant Subject to this Section 5.2 applicable Law, the Company and Parent shall, and shall affect any representation or warranty cause each of their respective Subsidiaries to, use reasonable best efforts to cooperate with respect to transition and integration planning matters in connection with the Merger and the other transactions contemplated by this Agreement of any party or any condition in order to minimize the obligations disruption to, and preserve the value of, the business of the partiesSurviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From a. Upon reasonable notice, during the date hereof to the Effective TimePre-Closing Period, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders each Company Subsidiary and other agents (collectively, the “Representatives”) each of the Company to, afford the Representatives of to (i) provide to Parent and Buyer reasonable access Merger Sub and the Parent Representatives access, at all reasonable times and upon prior notice, to the officers, employees, agents, Company Representatives and the properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent may reasonably request; provided that such investigation shall only be upon reasonable notice and shall be at Parent’s sole cost and expense; and provided further, that any such access shall be subject to feasibility/permissibility under applicable Law (including any COVID-19 Measures). No investigation conducted pursuant to this Section 5.3 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement. b. With respect to the information disclosed pursuant to Section 5.3(a), the parties shall comply with, and shall furnish Parent and Buyer with cause their respective Representatives to comply with, all financialof their respective obligations under the Confidentiality Agreement, operating and other data and information dated as Parent or Buyerof November 9, through its Representatives2020, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between previously executed by the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5Evercel, 2005 Inc. (the “Confidentiality Agreement”). In addition, . c. This Section 5.3 shall not require the Company shallto permit any access, and shall cause its Representatives toor to disclose any information (i) that in the reasonable, cooperate and consult good faith judgment (after consultation with Parent regarding transition planning and postcounsel, which may be in-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, house counsel) of the Company shall make available would reasonably be expected to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use result in any violation of any information for the purpose of evaluating the Merger Contract or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding Law to which the Company or any of its affiliates, the Company Subsidiaries is a party or is subject or cause any privilege (including information provided under any agreement to which Parent, Buyer attorney-client privilege) that the Company or any Company Subsidiary would be entitled to assert to be undermined with respect to such information and such undermining of its affiliatessuch privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if the Company or any Company Subsidiary, on the one hand, and the Company Parent and Merger Sub or any of its affiliatestheir respective Affiliates or Subsidiaries, on the other hand, are adverse parties in a partylitigation, such information being reasonably pertinent thereto; provided that, in the case of the immediately preceding clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be deemed a breach in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-competitionemployee Representatives of the other party shall be provided access to such information; provided, non-disclosure further, that the Company shall (1) notify Parent and Merger Sub that such disclosures are reasonably likely to violate its or non-use agreement any Company Subsidiaries’ obligations under any such Contract or other restrictive agreement Law or are reasonably likely to cause such privilege to be undermined and (2) communicate to Parent and Merger Sub in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with respect thereto. (b) No investigation pursuant to the first proviso in this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties5.3(c)).

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall, and shall cause the each Company Subsidiary and each of their respective directors, officers, directors, employees, auditors, attorneys, financial advisors, lenders and other employees or authorized agents to (collectively, the “Representatives”i) of the Company to, afford the Representatives of provide to Parent and Buyer reasonable access Parent’s Representatives access, at all reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets (tangible and shall furnish Parent intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and Buyer all other workpapers (provided that with all financialrespect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, operating personnel, internal financial statements and other data aspects of the Company and information the Company Subsidiaries as Parent or Buyer, through its Representatives, Parent’s Representatives may reasonably request. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, except from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each case Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to documents or other information relating in any way such binding agreements, and following execution of this Agreement, the Company will use commercially reasonable efforts, to the current litigation extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) Parent, as amended from time to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 time (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult As soon as practicable after delivering or making available any nonpublic information to any Person in connection with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationa Superior Offer, the Company shall make available deliver such nonpublic information to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the partiesextent such information has not already been deliver to Parent).

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of to Parent and Buyer reasonable access at all reasonable times to the Parent's officers, employees, agentscounsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, offices and other facilitiesbooks, books contracts, commitments, Returns, personnel and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financialduring such period, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Representatives Subsidiaries to, cooperate furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and consult personnel as Parent may from time to time reasonably request. Any such investigation by Parent shall not affect the representations or warranties contained in this Agreement. Except as required by law, Parent will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any non-public information obtained from Company in confidence to the extent required by, and in accordance with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationthe provisions of, the letter agreement dated August 17, 1999, between Parent and Company shall make available with respect to confidentiality and other matters, and Parent agrees that, prior to the Effective Time, it will not use any such Representatives non-public information to, directly or indirectly, divert or attempt to divert any business, customer or employee of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretoSubsidiaries. (b) No Upon reasonable notice, Parent shall, and shall cause each of its Subsidiaries to, afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives access during the period prior to the Effective Time to all its properties, books, contracts, commitments, Returns, personnel and records and, during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request. Any such investigation pursuant to this Section 5.2 by Company shall not affect any representation the representations or warranty warranties contained in this Agreement of Agreement. Except as required by law, Company will hold, and will cause its directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any party or any condition non-public information obtained from Parent in confidence to the obligations of the parties.extent required by, and in

Access to Information; Confidentiality. (a) From Subject to applicable Law or Judgment, (i) the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of Ernst & Young LLP) subject to the requirements of Ernst & Young LLP) and (ii) following the date hereof of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel as Parent may reasonably request; provided that Parent and its representatives shall coordinate any such activities with the Company with a view towards not unreasonably interfering with the business or operations of the Company. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement and will comply with the terms of the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of Parent as and Buyer reasonable access at all reasonable times to the officersextent requested by Parent, employees, agents, properties, offices provide Parent with (i) a complete and other facilities, books and records correct list of all licenses issued by the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand Federal Communications Commission (the “Company/Parent LitigationFCC”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested held by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesSubsidiaries (the “FCC Licenses”), including information provided under any agreement to (ii) complete and correct copies of each FCC License, which Parent, Buyer or any FCC Licenses contain: (A) the address and physical location of its affiliates, on the one handdevice(s) covered by each FCC License, and (B) a written description of the purpose of the device(s) covered by each FCC License, (iii) complete and correct copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of its affiliates, on Subsidiaries and (iv) all information reasonably necessary for Parent to make an independent determination that the other hand, are a party, shall not be deemed a breach Company and its Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any non-competition, non-disclosure transactions that effected a change of ownership or non-use agreement control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or other restrictive agreement with respect theretocontrol). (bc) No investigation pursuant The Company and Parent shall, and shall cause each of their respective Subsidiaries to, reasonably cooperate to this Section 5.2 shall affect any representation or warranty ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement of any party or any condition in order to minimize the obligations disruption to, and preserve the value of, the business of the partiesSurviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof Subject to the Effective Timerequirements of confidentiality agreements with third parties, upon 24 hours prior written notice, each of the Company Apple REITs shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its respective Subsidiaries to, afford to the Representatives of Parent other parties and Buyer reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours during the period after the execution of this Agreement through the Effective Time, to all their respective properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records and, during such period, each of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company Apple REITs shall, and shall cause each of its Representatives respective Subsidiaries to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available furnish promptly to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated parties (a) a copy of each report, schedule, registration statement and other document filed by this Agreement that Parent it during such period pursuant to the requirements of federal or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesstate securities laws, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) a copy of each debt agreement, ground lease, owner’s or leasehold title insurance policy, existing survey, financial report of each of such party’s properties, current ▇▇▇▇▇ Travel Research report, property improvement plan for such party’s properties and existing environmental audit for the such party’s properties, and (c) all other information concerning its business, properties and personnel as such other party may reasonably request, including financial statements, Tax Returns, leases, certificates of occupancy, tax statements, service agreements, license or franchise agreements and Permits. Apple Nine and each Company shall hold any nonpublic information concerning the other parties in confidence in accordance with the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Each of the Apple REITs shall comply with the terms of the Confidentiality Agreement with respect to any nonpublic information concerning the other parties provided to their respective officers, employees, accountants, counsel, financial advisors and other representatives and affiliates. No investigation pursuant to this Section 5.2 or information provided, made available or delivered to any of the Apple REITs pursuant to this Section 5.2 or otherwise shall affect any representation representations or warranty warranties or conditions or rights of any of the Apple REITs contained in this Agreement of any party or any condition to the obligations of the partiesAgreement.

Access to Information; Confidentiality. (a) From the date hereof Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information, each of the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities will (i) afford Parent GP and its Representatives reasonable access (and, with respect to books and records, the Company shallright to copy), and shall cause the officersduring normal business hours, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the their respective officers, employees, agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent GP or its Representatives reasonably request, (iii) reasonably cooperate with Parent GP and its Representatives to organize and facilitate meetings among Parent GP and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent GP may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent GP (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent GP) and (v) reasonably cooperate with Parent GP and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other facilitieskey business relations of the MLP Group Entities as Parent GP may reasonably request; provided, however, that such access shall be provided on a basis that minimizes the disruption to the operations of the MLP Entities and in no event shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgement of the MLP Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws, (ii) to disclose any privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their respective reasonable best efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver) or (iii) to disclose any information relating to the MLP Entities’ consideration of the Transactions, including the minutes of the GP Conflicts Committee. (b) The MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities will furnish promptly to the Parent Entities, and the Parent Entities will furnish promptly to the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the SEC concerning compliance with securities Laws and (ii) all other information concerning their and their respective Subsidiaries’ business, properties and personnel as the Parent Entities or the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities, as the case may be, may reasonably request; provided, however, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18(d), none of the MLP Group Entities, the ▇▇▇▇▇▇▇▇▇ Entities or their respective Affiliates or holders of their Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Company and its SubsidiariesParent, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent Merger Sub or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in their respective Affiliates for any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand purpose. (the “Company/Parent Litigation”c) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to Except for disclosures permitted by the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, Parent GP and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, will hold all information received from the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation MLP Entities pursuant to this Section 5.2 6.7 in confidence in accordance with the terms of the Confidentiality Agreement. (d) Prior to and after the Closing, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall affect any representation or warranty in this Agreement of any party or any condition provide Parent and Parent GP access to the obligations personnel, books, work papers and records of the parties▇▇▇▇▇▇▇▇▇ Entities and their Affiliates relating to any of the MLP Group Entities to the extent reasonably necessary to enable Parent and Parent GP to prepare financial statements of the MLP Group Entities in such form and covering such periods as may be required by any applicable securities Laws to be filed with the SEC. Furthermore, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall use their commercially reasonable efforts to cause the independent public accountants of the MLP Group Entities to provide any consent necessary to the filing of such financial statements with the SEC and to provide such customary representation letters as are necessary in connection therewith. All of the financial statements, reports, opinions and related activities to be prepared, provided, delivered, made available or undertaken pursuant to this Section 6.7(d) shall be prepared, provided, delivered, made available and undertaken at the sole cost and expense of Parent. (e) For a period of three years following the Closing, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall retain all books, records, information and documents in possession of the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates that are necessary to prepare and audit financial statements with respect to the assets and liabilities of, or otherwise relating to, the MLP Group Entities, except to the extent originals or copies thereof are transferred to Parent and Parent GP in connection with Closing. (f) No investigation, or information received, pursuant to this Section 6.7 will modify any of the representations and warranties of the Parties.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective TimeClosing, the Company shall, shall (and shall cause the its Subsidiaries to): (i) provide to Buyer (and its officers, directors, employees, auditorsaccountants, attorneysconsultants, financial legal counsel, advisors, lenders agents and other agents representatives (collectively, the “Representatives”)) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times upon prior notice to the directors, officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) and to the books and records thereof and (ii) furnish promptly such information concerning the business, and shall furnish Parent and Buyer with all financialproperties, operating contracts, assets, liabilities, personnel and other data aspects of the Company and information its Subsidiaries (including the Quadrem Group and the Quadrem Subsidiaries) as Parent Buyer or Buyer, through its Representatives, Representatives may reasonably request, except in each case . The Seller will permit Buyer and its Representatives to meet with respect to documents or other information relating in any way to the current litigation between officers of the Company and is its Subsidiaries on (including the one hand Quadrem Group and Parent on the other hand Quadrem Subsidiaries) responsible for the financial statements and internal controls of the Company and its Subsidiaries (including the “Company/Parent Litigation”Quadrem Group and the Quadrem Subsidiaries) to discuss such matters as Buyer may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the extent such documents or information is subject ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations relating thereto. (b) After the Closing, Buyer shall cause the Quadrem Group and the Quadrem Subsidiaries to: (i) provide to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject Company and its Representatives access at reasonable times upon prior notice to the terms directors, officers, employees, agents, properties, offices and other facilities of a confidentiality agreement with the Quadrem Group and the Quadrem Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Quadrem Group and the Quadrem Subsidiaries as the Company dated July 5, 2005 (the “Confidentiality Agreement”)may reasonably request. In addition, the The Company shall, shall keep such information confidential and shall cause its Representatives toto not disclose such information in any manner whatsoever; provided, cooperate however, that (i) the Company may make any disclosure of such information to which the Buyer gives its prior written consent and consult (ii) any of such information may be disclosed to the Company’s Representatives who need to know such information, who are provided with Parent regarding transition planning a copy of this Agreement and post-closing integration issues as reasonably requested who are directed by Parentthe Company to treat such information in accordance with this Section 6.02(b). To facilitate In the event that the Company or its Representatives are required (by oral questions, interrogatories, requests for information or documents in any Proceeding to disclose any such cooperation and consultationinformation, the Company shall make available to provide the Buyer with prompt notice of any such Representatives of Parent office space and secretarial request or requirement so that the Buyer may seek a protective order or other administrative services as reasonably requested by Parentappropriate remedy and/or waive compliance with the provisions of this Section 6.02(b). The use If, in the absence of any information for the purpose of evaluating the Merger a protective order or other remedy or the other transactions expressly contemplated receipt of a waiver by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Buyer, the Company or any of its affiliatesRepresentatives are nonetheless, including in the written opinion of counsel, legally compelled by any requirement described in the prior sentence to disclose such information provided under to any agreement to which Parentthird party, Buyer or any of its affiliates, on the one hand, and the Company or any its Representative may, without liability hereunder, disclose to such third party only that portion of such information which such counsel advises in writing is legally required to be disclosed, provided that the Company exercises its affiliatesreasonable best efforts to preserve the confidentiality of the such information, on including, without limitation, by cooperating with the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement Buyer to obtain an appropriate protective order or other restrictive agreement with respect theretoreliable assurance that confidential treatment will be accorded such information by any third party to which disclosure is made. (bc) No investigation pursuant The parties shall comply with, and shall cause their respective Representatives to this Section 5.2 shall affect any representation or warranty in this Agreement comply with, all of any party or any condition to their respective obligations under the obligations of the partiesNon-Disclosure Agreement, dated June 9, 2008, between Company and Buyer.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, solely for purposes of furthering the consummation of the Transactions or integration planning relating thereto, the Company shall, and shall cause each of its Subsidiaries to: (a) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, business conducted by the “Representatives”) Company or any of its Subsidiaries or create risk of damage or destruction to any asset or property of the Company toor any of its Subsidiaries, afford upon reasonable prior notice to the Representatives of Parent and Buyer reasonable access at all reasonable times Company, to the officers, employees, agents, properties, offices and other facilities, facilities of the Company and each of its Subsidiaries and to the books and records thereof; (b) cause the Company’s and its Subsidiaries’ employees, advisors and other Representatives to reasonably cooperate with Parent and its Representatives during normal business hours upon prior notice with respect to Parent’s investigation of the Company and its Subsidiaries; and (c) furnish during normal business hours upon reasonable prior notice such information (to the extent not publicly available) concerning the business, properties, Contracts, assets and shall furnish Parent liabilities of the Company and Buyer with all financial, operating and other data and information each of its Subsidiaries as Parent or Buyer, through its Representatives, Representatives may reasonably request; provided, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5however, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationthat, the Company shall make available not be required to (nor to cause any of its Subsidiaries to) afford such Representatives access or furnish such information to the extent the Company, in its reasonable discretion, has determined that doing so would: (i) result in the loss of Parent office space and secretarial attorney-client privilege, work-product doctrine or any other administrative services as reasonably requested by Parent. The applicable legal privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege, work-product doctrine or any other applicable legal privilege); (ii) result in the disclosure of any information for trade secrets of third parties; (iii) relate to an Acquisition Proposal, a Company Board Recommendation Change, a Superior Proposal or an Intervening Event (except to the purpose of evaluating the Merger extent required pursuant to Section 5.3); or (iv) breach, contravene or violate any applicable Law or the other transactions expressly contemplated by this Agreement that Parent or Buyer or provisions of any of their affiliates may possess regarding agreement to which the Company or any of its affiliatesSubsidiaries is a party (but the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in such breach, including contravention or violation). Nothing in this Section 5.2 shall be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals or opinions. Any access to the properties of the Company and each of its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or furnish any information provided under any agreement to which Parent, Buyer Parent pursuant to this Section 5.2 to the extent that such access or information is reasonably pertinent to a litigation where the Company or any of its affiliates, on the one hand, and the Company Parent or any of its affiliates, on the other hand, are a partyadverse parties. The Confidentiality Agreement, dated February 2, 2024 and as amended as of August 6, 2025, by and between the Company and Guarantor (as amended, the “Confidentiality Agreement”), shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement apply with respect thereto. (b) No investigation pursuant to information furnished under this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to by the obligations of the partiesCompany, its Subsidiaries and their Representatives.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”each of its Subsidiaries to) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel and other representatives of Parent, reasonable access, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties, offices books, contracts, commitments, record and other facilitiespersonnel as Parent may reasonably request in connection with its review and investigation, books at its sole expense, of the business and records operations, assets and liabilities of the Company and its Subsidiaries, the market potential for the products and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to services currently being sold by the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the The Company shall make available to such Representatives Parent the appropriate individuals for discussion of the Company's business, properties and personnel as Parent office space and secretarial or other administrative services as may reasonably requested by Parentrequest. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 5.1(a) shall affect any representation representations or warranty in this Agreement warranties of any party the Company herein or any condition the conditions to the obligations of the partiesCompany hereto. (b) Parent shall keep all information obtained pursuant to Section 5.1(a) confidential in accordance with the terms of the confidentiality agreement, dated October 13, 2000 (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may only issue press release(s) or make other public announcements in accordance with Section 5.6. (c) Parent agrees that, following the Closing Date, it shall reasonably cooperate with the Sole Shareholder and her advisors in connection with any accounting or financial matters related to the Company or her prior ownership thereof in order to allow the Sole Shareholder to prepare and respond to any governmental inquiries regarding her tax returns for the year ended December 31, 2000 and any prior years.

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, shall (and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”each of its Subsidiaries to) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, offices and other facilitiesbooks, books Contracts, commitments and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultationperiod, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such Representatives of entity's business, properties and personnel as Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates Representatives may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) reasonably request. No investigation pursuant to this Section 5.2 5.4(a) shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of the Company (collectively "Company Representatives"), reasonable access, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the other all information concerning its business, properties, books, Contracts, commitments, record and personnel as the Company may reasonably request. Parent shall (and shall cause each of its Subsidiaries to) make available to the other party the appropriate individuals for discussion of such entity's business, properties and personnel as the Company or the Company Representatives may reasonably request. No investigation pursuant to this Section 5.4(b) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. (c) The parties hereto shall keep all information obtained pursuant to Section 5.4(a) and (b) confidential in accordance with the terms of the Confidential Non-Disclosure Agreement (the "Confidentiality Agreement"), between Parent and the Company. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, the Company and Parent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with Section 5.14. -50-

Access to Information; Confidentiality. (a) From the date hereof to the Effective TimeUpon reasonable notice, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company Subsidiaries to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agentsaccountants, counsel, financial advisors and other representatives of Parent, Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, offices and other facilitiesbooks, books contracts, commitments and records and, during such period, the Company shall (and shall cause each of the Company Subsidiaries to) furnish promptly to Parent or Acquisition Sub all information concerning its business, properties and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information personnel as Parent or Buyer, through its Representatives, Acquisition Sub may reasonably request, except in and each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives Parent and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of Parent office space the Company's business, properties and secretarial or other administrative services personnel as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that either Parent or Buyer or any Acquisition Sub may reasonably request. Parent and Acquisition Sub shall keep such information confidential in accordance with the terms of their affiliates may possess regarding the Company or any of its affiliatesconfidentiality agreement dated January 9, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, 2002 between Parent and the Company or any of its affiliates, on (the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto"Parent Confidentiality Agreement"). (b) No investigation pursuant to this Section 5.2 Upon reasonable notice, Parent shall affect any representation or warranty in this Agreement of any party or any condition afford to the obligations officers, employees, accountants, counsel, financial advisors and other representatives of the parties.Company reasonable access, during normal business hours, during the period prior to the Effective Time to all its properties, books, contracts, commitments and records and, during such period, Parent shall furnish promptly to the Company all information concerning its business, properties and personnel as the Company may reasonably request, and each shall make available to the Company the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of Parent's business, properties and personnel as the Company may reasonably

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the date hereof Issuer is a party or pursuant to applicable Law, during the Pre-Closing Period, the Issuer shall: (i) provide to the Effective Time, Company (and the Company shall, and shall cause the Company's officers, directors, employees, auditorsaccountants, attorneysconsultants, financial advisorslegal counsel, lenders agents and other agents (representatives, collectively, the “"Representatives”") of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities, facilities of such party and its subsidiaries and to the books and records thereof; and (ii) furnish promptly to the Company such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Issuer as the Company or its Representatives may reasonably request. (b) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which a Principal Company Shareholder is a party or pursuant to applicable Law, during the Pre-Closing Period, the Principal Company Shareholders shall use their reasonable best efforts to cause the Company to: (i) provide to the Issuer and its Representatives access at reasonable times during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof; and (ii) furnish promptly to the Issuer such information concerning the business, and shall furnish Parent and Buyer with all financialproperties, operating contracts, assets, liabilities, personnel and other data aspects of the Company and information the Company Subsidiaries as Parent the Issuer or Buyer, through its Representatives, Representatives may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (bc) All information obtained by the parties pursuant to this Section 6.03 shall be kept confidential in accordance with the Mutual Nondisclosure Agreement, dated as of September 28, 2004 (the "Confidentiality Agreement"), between the Issuer and the Company. (d) No investigation pursuant to this Section 5.2 6.03 or made prior to the signing of this Agreement shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From Company shall, and -------------------------------------- shall cause each of its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the date hereof period prior to the Effective TimeTime to all its properties, the books, contracts, commitments, tax returns, personnel and records and, during such period, Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of furnish as promptly as practicable to Parent and Buyer reasonable access at all reasonable times to the officers, employees, agentssuch information concerning its business, properties, offices financial condition, operations and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information personnel as Parent or Buyer, through its Representatives, may from time to time reasonably request, except in each case with respect to documents or other information relating in any way provided that the foregoing action shall be reasonably related to the current litigation between transactions contemplated hereby (including, without limitation, the Company integration of Company's business with Parent and is Subsidiaries on the one hand its existing businesses) and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work productshall not interfere unnecessarily with normal operations. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause each of its Representatives Subsidiaries to, cooperate afford to Company and consult to Company's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, tax returns, personnel and records and during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such investigation by Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the or Company shall make available to such Representatives of not affect the representations or warranties contained in this Agreement. Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handwill hold, and the Company or any of its affiliateswill cause their respective directors, on the officers, partners, employees, accountants, counsel, financial advisors and other handrepresentatives and affiliates to hold, are a party, shall not be deemed a breach of any non-competitionpublic information obtained from the other party in confidence to the extent required by, non-disclosure or non-use agreement or other restrictive agreement and in accordance with the provisions of the letter agreements between Parent and Company with respect theretoto confidentiality and other matters. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From the date hereof Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information, each of the MLP Entities and GP Holdings will (i) afford Parent and its Representatives reasonable access (and, with respect to books and records, the Company shallright to copy), and shall cause the officersduring normal business hours, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the their respective officers, employees, agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other information reasonably requested by Parent (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent or its Representatives reasonably request, (iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the MLP Entities and their respective Representatives to be located at the offices and facilities of the MLP Group Entities at such times as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent) and (v) reasonably cooperate with Parent and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other facilitieskey business relations of the MLP Group Entities as Parent may reasonably request; provided, however, that such access shall be provided on a basis that minimizes the disruption to the operations of the MLP Entities and in no event, shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the MLP Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws or (ii) to disclose any privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their respective reasonable best efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to cause such a disclosure, violation or waiver). (b) The MLP Entities and GP Holdings will furnish promptly to the Parent Entities, and the Parent Entities will furnish promptly to the MLP Entities and GP Holdings (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the SEC concerning compliance with securities Laws and (ii) all other information concerning their and their respective Subsidiaries’ business, properties and personnel as the Parent Entities or MLP Entities and GP Holdings, as the case may be, may reasonably request, provided, however, that, notwithstanding anything to the contrary herein and notwithstanding any right to information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18, none of the MLP Group Entities or GP Holdings or any of their respective Affiliates or holders of Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Company and its SubsidiariesParent, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent Merger Sub or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in their respective Affiliates for any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand purpose. (the “Company/Parent Litigation”c) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to Except for disclosures permitted by the terms of a confidentiality agreement with the Company Nondisclosure Agreement, dated July 5April 9, 2005 2014, between Parent and MLP (as it may be amended from time to time, the “Confidentiality Agreement”). In addition, the Company shall, Parent and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, will hold information received from the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation MLP Entities pursuant to this Section 5.2 shall affect any representation or warranty 6.7 in this Agreement of any party or any condition to confidence in accordance with the obligations terms of the partiesConfidentiality Agreement. (d) No investigation, or information received, pursuant to this Section 6.7 will modify any of the representations and warranties of the Parties.

Access to Information; Confidentiality. Subject to compliance with applicable Law (aincluding antitrust and competition Laws) From the date hereof and appropriate disclosure limitations to the Effective Timemaintain attorney-client privilege, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) each of the Company its Subsidiaries to, afford the Representatives of to Parent and Buyer reasonable access at all reasonable times to the Parent’s officers, employees, agentsinvestment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, offices assets, books, records, Contracts, Permits, documents, information, directors, officers and other facilities, books and records of the Company and its Subsidiariesemployees, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, period the Company shall, and shall cause each of its Representatives Subsidiaries to, cooperate furnish to Parent any information concerning its business as Parent may reasonably request (including the work papers of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP). Following the date of this Agreement and consult with prior to the Effective Time, Parent regarding transition planning may (but shall not be required to), following reasonable notice to the Company, contact and post-closing integration issues as reasonably requested by Parent. To facilitate interview any Company Personnel and review the personnel records and such cooperation and consultation, other information concerning the Company shall make available to Personnel as Parent may reasonably request, provided such Representatives of review is permissible under applicable Law. No investigation by Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliatesofficers, including directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information provided under any agreement to which Parent, Buyer by Parent or any of its affiliatesofficers, on the one handdirectors, and the Company employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any of its affiliatesrepresentation, on the other handwarranty, are a partycovenant, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement provision of this Agreement, or the obligations of the parties (or remedies with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition the conditions to the obligations of the partiesparties under the Agreement. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. Any request for information or contact pursuant to this Section 5.02(a) shall be directed to (or in a manner approved by) an executive officer of the Company. (a) Subject to applicable law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. (a) From Prior to the date hereof Effective Time, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, afford to the other party and to the officers, employees, accountants, counsel, financial advisers, brokers, consultants and other representatives (collectively, “Representatives”) of such other party, reasonable access during normal business hours upon reasonable advance notice, prior to the Effective Time, to all their respective properties, including for the purpose of performing any environmental investigation (and, in the case of environmental investigation, at Parent’s cost and subject to Parent providing indemnification reasonably satisfactory to the Company for property damage) that Parent shall, in its sole discretion, deem reasonably necessary or advisable, books, contracts, commitments, personnel and records (including Bond Documents and related materials requested by Parent) and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, furnish promptly to the other party (i) 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, (ii) all other information concerning its business, properties and personnel as such other party may reasonably request and (iii) all Tenant Deliveries and compliance certificates delivered to any lender. (b) Prior to the Effective Time, the Company shall use all reasonable efforts to cause Parent to have reasonable access to, and to consult and communicate with, the officers of Company Tenants during normal business hours upon reasonable advance notice, prior to the Effective Time. (c) Each of the Company and Parent shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company its Subsidiaries to, afford the Representatives of Parent and Buyer reasonable access at use all reasonable times efforts to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and cause its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and Representatives to hold any nonpublic information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) confidence to the extent such documents or information is subject to required by, and in accordance with, and will comply with the attorney-client or other privilege or constitute attorney work product. confidentiality provisions of, the agreement between Parent will remain subject to the terms of a confidentiality agreement with and the Company dated July 5March 1, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws and Judgments, the date hereof Company shall, and shall cause each of the Subsidiaries to, afford to Parent and to Parent's officers, employees, investment bankers, attorneys, accountants, consultants and other advisors and representatives all reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, officers and employees, and during such period the Company shall, and shall cause each of the Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of PricewaterhouseCoopers LLP, subject to the requirements of PricewaterhouseCoopers LLP). Subject to compliance with applicable Laws and Judgments, during the period prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning such Company Personnel as Parent may reasonably request, in each case subject to such reasonable conditions as the Company shall specify. No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement; provided that for the avoidance of doubt, the information set forth in the Company Letter shall qualify the representations and warranties of the Company set forth in Article III and the covenants of the Company set forth in Section 4.01, as and to the extent provided for in the first sentence of Section 3.01 or in Section 4.01(a), as applicable. Except as required by any applicable Law or Judgment, Parent will hold, and will direct and cause its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, the Subsidiaries and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors and representatives confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during the period prior to the Effective Time, the Company shall, and shall cause each of the officersSubsidiaries to, directorsas and to the extent reasonably requested by Parent, employeesprovide Parent with (i) a materially complete and accurate list of all licenses issued by the Federal Communications Commission (the "FCC") and held by the Company or any of the Subsidiaries (the "FCC Licenses"), auditors(ii) materially complete and accurate copies of each FCC License, attorneys, financial advisors, lenders and other agents (collectivelyiii) if available, the “Representatives”address and physical location of the device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and accurate copies of any Notices of Apparent Liability for Forfeiture issued by the FCC against the Company or any of the Subsidiaries and (vi) all reasonably available information in the possession of the Company to, afford the Representatives of or a Subsidiary necessary for Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of make an independent determination that the Company and its Subsidiariesthe Subsidiaries have complied with FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to applicable Law, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives each of their respective subsidiaries to, cooperate to ensure an orderly transition and consult integration process in connection with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or and the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding in order to minimize the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handdisruption to, and preserve the Company or any of its affiliatesvalue of, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations business of the partiesSurviving Corporation and its subsidiaries.

Access to Information; Confidentiality. (a) From the date hereof Upon reasonable notice and subject to applicable Laws relating to the Effective Timeexchange of information and subject to the procedures set forth on Section 5.6(a) of the Company Disclosure Schedules, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and its Representatives, to the extent reasonably requested by Parent, copies of its and its Subsidiaries’, commitments, books, Contracts, records and correspondence, including financial and operating data on a product line and/or segment-level basis, materials filed with or furnished to any Governmental Authority, monthly profit and loss statements, balance sheets, capital expenditure details, bookings and backlog schedules, monthly management reporting packages, budget to actual reports and full year 2013 reforecasts, as well as reasonable access to its officers, directors, key employees, auditorssubject matter experts and other personnel as agreed to by the Company and, attorneyssubject to the supervision by a Company employee, accountants, counsel, financial advisors, lenders sales agents, distributors and other agents Representatives and (collectively, the “Representatives”ii) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records physical properties of the Company and its SubsidiariesSubsidiaries accompanied by a Company employee and upon reasonable request, all of the foregoing to be used by Parent and its Representatives to conduct integration planning and to determine whether the conditions set forth in Article VI have been satisfied (and the Company agrees to provide, or cause to be provided, reasonable cooperation in connection therewith, provided, that all of the foregoing access or cooperation shall not be unduly disruptive to the operation of the Company’s business). The Company shall furnish promptly to Parent and Buyer with all financial(i) a copy of each report, operating schedule and other data document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand . (the “Company/Parent Litigation”b) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to Except for disclosures permitted by the terms of a confidentiality agreement with the Confidentiality and Standstill Agreement, dated as of October 2, 2012, between GE Energy, LLC and the Company dated July 5(as it may be amended from time to time, 2005 (the “Confidentiality Agreement”). In addition, Parent and its Representatives shall hold information received from the Company shall, and shall cause its Representatives to, cooperate and consult in connection with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement in confidence in accordance with the terms of the Confidentiality Agreement. In the event of the termination of this Agreement in accordance with its terms, nothing in this Agreement shall be deemed to limit the restrictions applicable to Parent under the Confidentiality Agreement, including with respect to any information obtained by Parent pursuant to Section 5.6(a). (c) This Section 5.6 shall not require the Company to permit any access, or to disclose any information, that Parent in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company would reasonably be expected to result in (i) any violation of any contract or Buyer Law to which the Company or its Subsidiaries is a party or is subject or cause any of their affiliates may possess regarding privilege (including attorney-client privilege) that the Company or any of its affiliatesSubsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, including information provided under which may be in-house counsel) adversely affect in any agreement to material respect such Person’s position in any pending or, what such Person believes in good faith (after consultation with counsel, which Parentmay be in-house counsel) could be, Buyer future litigation or (ii) if the Company or any of its affiliatesSubsidiaries, on the one hand, and the Company Parent or any of its affiliatesSubsidiaries, on the other hand, are adverse parties in a partylitigation, such information being reasonably pertinent thereto; provided, that, in the case of clause (i), the parties hereto shall cooperate in seeking to facilitate disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Company (after consultation with counsel, which may be deemed a breach in-house counsel)) reasonably be likely to result in the violation of any non-competition, non-disclosure such contract or non-use agreement Law or other restrictive agreement reasonably be likely to cause such privilege to be undermined with respect theretoto such information or (2) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of Parent shall be provided access to such information; provided, further, that the Company shall (x) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to Parent in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.6(c)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (bd) No investigation investigation, or information received, pursuant to this Section 5.2 shall affect 5.6 will modify any representation or warranty in this Agreement of any party or any condition to the obligations of the partiesrepresentations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the its officers, employees, agentscounsel, financial advisors and other representatives to, afford to Prairie Nevada and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionperiod, the Company shall, and shall cause its Representatives officers, employees and representatives to, cooperate furnish promptly to Prairie Nevada all information concerning its business, properties, financial condition, operations and consult with Parent regarding transition planning personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and post-closing integration issues as reasonably requested warranties of Prairie Nevada set forth herein and compliance by Parent. To facilitate such cooperation and consultationPrairie Nevada of its obligations hereunder, during the period prior to the Effective Time, Prairie Nevada shall provide the Company shall make available and its representatives with reasonable access during normal business hours to such Representatives of Parent office space its properties, books, contracts, commitments, personnel and secretarial or other administrative services records as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding be necessary to enable the Company or any to confirm the accuracy of the representations and warranties of Prairie Nevada set forth herein and compliance by Prairie Nevada of its affiliatesobligations hereunder, including information provided under any agreement to which Parentand, Buyer or any of its affiliatesduring such period, on the one handPrairie Nevada shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) 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 (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Prairie Nevada will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretononpublic information in confidence. (b) No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party the Parties herein or any condition the conditions to the obligations of the partiesParties hereto.

Access to Information; Confidentiality. (a) From the date hereof of this Agreement to the Effective TimeTime (or earlier termination of this Agreement), to the extent permitted by applicable Law, the Company shall, and shall cause the each Company Subsidiary and each of their respective directors, officers, directors, employees, auditors, attorneys, financial advisors, lenders and other employees or authorized agents to (collectively, the “Representatives”i) of the Company to, afford the Representatives of provide to Parent and Buyer reasonable access Parent's Representatives access, at all reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities, books and records facilities of the Company and its Subsidiariesthe Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets (tangible and shall furnish Parent intangible, including Intellectual Property), liabilities, Tax Returns, Tax elections and Buyer all other workpapers (provided that with all financialrespect to workpapers the Company need only provide access to workpapers in the actual possession of the Company or any Company Subsidiary) relating to Taxes, operating personnel, internal financial statements and other data aspects of the Company and information the Company Subsidiaries as Parent or Buyer, through its Representatives, Parent's Representatives may reasonably request. The Company shall be entitled to have a representative present at any inspection. No investigation conducted pursuant to this Section 6.5 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement or affect the satisfaction or non-satisfaction of any condition to the Merger set forth in this Agreement. Subject to compliance with applicable Laws, except from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent to meet with one or more representatives of Parent to discuss any material changes or developments in the operational matters of the Company and each case Company Subsidiary and the general status of the ongoing operations of the Company and each Company Subsidiary. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose any information (i) where such access or disclosure would result in the loss of the attorney-client privilege or work product privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that with respect to documents or other information relating in any way such binding agreements, and following execution of this Agreement, the Company will use commercially reasonable efforts, to the current litigation extent requested by Parent, to obtain all necessary third party consents to allow Parent to review all such agreements), or (ii) to the extent that outside counsel to the Company advises that such access or disclosure should not be disclosed in order to ensure compliance with any applicable Law. Parent agrees to hold confidential all information which it has received or to which it has gained access pursuant to this Section 6.5 in accordance with the Confidentiality Agreement, dated as of March 3, 2006 between the Company and is Subsidiaries on the one hand and Parent on the other hand Parent, as amended from time to time (the “Company/"Confidentiality Agreement"). As soon as practicable after delivering or making available any nonpublic information to any Person in connection with a Superior Offer, the Company shall deliver such nonpublic information to Parent Litigation”) (to the extent such documents or information is subject has not already been deliver to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”Parent). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. (a) From Between the date hereof to of this Agreement and the Effective Time, upon reasonable notice the Company shall (i) give Parent, Merger Sub and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access to all buildings, offices, and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records and affairs of the Company, whether located on the premises of the Company or at another location; (ii) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Merger Sub to make such inspections as they may require; (iv) cause its officers to furnish Parent and Merger Sub such financial, operating, technical and product data and other information with respect to the business and properties of the Company as Parent and Merger Sub from time to time may request, including without limitation financial statements and schedules; (v) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and affiliates of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and (vi) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; PROVIDED, HOWEVER, that no investigation pursuant to this Section 7.2 shall affect or be deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 7.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Except as otherwise provided below, until Parent or Merger Sub acquires Shares pursuant to the Stockholder Agreements, Parent and Merger Sub shall, and shall cause their affiliates, agents and representatives to, keep secret and retain in confidence, and not use for the officersbenefit of any such person or others (other than in connection with this Agreement and the transactions contemplated hereby), directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) any confidential information of the Company to, afford the Representatives of which Parent and Buyer reasonable access at all reasonable times to the officers, employees, agents, properties, offices and other facilities, books and records of or Merger Sub obtained from the Company pursuant to this Section 7.2. The restrictions on use and its Subsidiaries, disclosure contained herein shall not apply if and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent any such documents information (i) is publicly available or information becomes publicly available (through no action or fault of Parent or Merger Sub), (ii) was or is subject obtained by Parent or Merger Sub from a third party, PROVIDED that to the attorney-client recipient's knowledge, such third party was not bound by a contractual, legal or other privilege or constitute attorney work product. Parent will remain subject fiduciary obligation of confidentiality to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any other party with respect to such information or material, (iii) was already in the possession of its affiliatesParent or Merger Sub or known to Parent or Merger Sub prior to being disclosed or provided to them by or on behalf of the Company, including PROVIDED that, to the recipient's knowledge, the source of such information provided under any agreement or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement party with respect thereto. , or (biv) No investigation is required to be disclosed in a legal proceeding or pursuant to applicable law, gaming regulations or the rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Merger Sub is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the confidential information provided under this Section 5.2 7.2, such party shall affect any representation or warranty in this Agreement provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 7.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Parent or Merger Sub is nonetheless, based on advice of its counsel, legally compelled to disclose the confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party or any condition may, without liability hereunder, disclose to the obligations such tribunal only that portion of the partiesconfidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the confidentiality of the confidential information, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and disclosure of confidential information under this Section 7.2 shall expire three years from the date hereof.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the Company each of Parent, Acquiror and Target shall, and shall cause the their respective subsidiaries, affiliates, officers, directors, employees, auditors, attorneys, financial advisors, lenders auditors and other agents (collectively, the “Representatives”) of the Company to, to afford the Representatives officers, employees and agents of Parent and Buyer reasonable one another complete access at all reasonable times to the one another's officers, employees, agents, properties, offices offices, plants and other facilities, facilities and to all books and records of the Company and its Subsidiariesrecords, and shall furnish Parent and Buyer one another with all financial, operating and other data and information as Parent or Buyereach, through its Representativesofficers, employees or agents, may reasonably request; provided, except in each case with respect however, that no party shall be required to documents provide access or other furnish information relating in any way which it is prohibited by law or contract to the current litigation between the Company provide or furnish. (b) Each of Parent, Acquiror and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company Target shall, and shall cause its Representatives totheir respective affiliates and their respective officers, cooperate directors, employees and consult with Parent regarding transition planning agents to hold in strict confidence all data and post-closing integration issues information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes 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, directors, employees and agents do not disclose such information to others without the prior written consent of P▇▇▇▇▇, Acquiror or Target, as reasonably requested 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 Parent. To facilitate such cooperation and consultation, the Company shall make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer one another or any of their affiliates respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any copies thereof, and (2) shall cause others to whom such documents may possess regarding the Company or have been furnished promptly to return such documents and any copies thereof any of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect theretothem may have made. (bd) No investigation pursuant to this Section 5.2 2 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the partiesparties hereto.

Access to Information; Confidentiality. (a) From the date hereof to the Effective Time, the The Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the its officers, employees, agentscounsel, financial advisors and other representatives to, afford to Purchaser and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Purchase to its properties, offices and other facilitiesbooks, books contracts, commitments, personnel and records of the Company and its Subsidiariesand, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (the “Company/Parent Litigation”) to the extent during such documents or information is subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In additionperiod, the Company shall, and shall cause its Representatives officers, employees and representatives to, cooperate furnish promptly to Purchaser all information concerning their respective business, properties, financial condition, operations and consult with Parent regarding transition planning personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and post-closing integration issues as reasonably requested warranties of the Purchaser set forth herein and compliance by Parent. To facilitate such cooperation and consultationthe Purchaser of their respective obligations hereunder, during the period prior to the Effective Time of the Purchase, Purchaser shall provide the Company shall make available and its representatives with reasonable access during normal business hours to such Representatives its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of Parent office space the representations and secretarial or other administrative services as reasonably requested warranties of Purchaser set forth herein and compliance by Parent. The use of any information for the purpose of evaluating the Merger or the other transactions expressly contemplated by this Agreement that Parent or Buyer or any Purchaser of their affiliates may possess regarding obligations hereunder, and, during such period, Purchaser shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or any state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of its affiliates, including information provided under any agreement to which Parent, Buyer or any of its affiliates, on the one handCompany, and the Company or Purchaser will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any of its affiliates, on the other hand, are a party, shall not be deemed a breach of any non-competition, non-disclosure or non-use agreement or other restrictive agreement with respect thereto. nonpublic information in confidence. (b) No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party the parties herein or any condition the conditions to the obligations of the parties.parties hereto. 5.02