Common use of Access and Reports Clause in Contracts

Access and Reports. (a) Subject to applicable Legal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, Seller shall afford Buyer’s authorized Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Date, to its employees, properties, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicable; provided, however, such access shall not interfere with the ordinary conduct of business or the operation of the Purchased Assets and, unless Seller provides written consent otherwise, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 13.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advancereasonable request, Seller the Company shall, and shall cause its Subsidiaries to, afford Buyer’s authorized to Parent, Merger Sub and/or their respective Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, key employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality, (B) any information to the ordinary conduct disclosure of business which would result in the loss of attorney-client privilege, accountant-client privilege or other similar privilege applicable to such documents or information, trade secret protection or the operation protection afforded under the work product doctrine, (C) any information that in the reasonable opinion of the Purchased Assets and, unless Seller provides written consent otherwise, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied Company would violate any applicable Law or result in a breach of a Contract to which the Company or any of its Subsidiaries are bound or (D) any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by at least one Representative of Seller. All requests for information made pursuant this Agreement or proposals from other third parties relating to this Section 7.1 shall be submitted in accordance with Section 13.4. All such information shall be governed by any competing or alternative transactions (including Acquisition Proposals) and the terms actions of the Confidentiality Agreement. No investigation pursuant Company Board (or any committee thereof) with respect to this Section 7.1 or by Buyer or its Representatives at any time of the foregoing, whether prior to or following after execution of this Agreement; provided, that in the date hereof event the restrictions of the foregoing clauses (i)(A) and (B) apply, the Company shall affect provide Parent (or alternatively one or more of the Parent Entities) with a reasonable description of the general nature of the information not provided and the Company shall, at Parent’s request, reasonably cooperate in good faith to design and implement alternative disclosure arrangements to enable Parent (or alternatively one or more of the Parent Entities) to evaluate any such information, in each case without resulting in any such violation or loss, and (ii) any such investigation shall be deemed conducted in such a manner as not to modify interfere unreasonably with the normal business or operations of the Company or its Subsidiaries or otherwise result in any representation undue burden with respect to the prompt and timely discharge by employees of the Company or warranty made its Subsidiaries of their normal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access. Each of Parent and the Company, as it deems advisable and necessary, may reasonably designate as contemplated by Seller hereinthe Clean Team NDA or the JDA competitively sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions (including provision of materials to one or more of the Parent Entities or Representatives thereof other than Parent or Merger Sub), and such materials and the information contained therein shall be given only to the outside counsel of the recipient, or otherwise as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the parties. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or to disclose Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with (i) any information thatthe Mutual Nondisclosure Agreement, in dated August 10, 2018, among the reasonableCompany, good faith judgment Parent, Permira Advisers LLC and Spectrum Equity (after consultation with counsel) of Sellerthe “Mutual NDA”), is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Sellerthe Clean Team Confidentiality Agreement, on dated August 14, 2018 (the one hand“Clean Team NDA”), among the Company, Parent, Permira Advisers LLC and Spectrum Equity, and Buyer or any of its Affiliates(iii) the Joint Defense, on Common Interest and Confidentiality Agreement, dated August 23, 2018 (the other hand“JDA”), are adverse parties in a litigationamong Permira Advisers LLC, any the Company, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Wachtell, Lipton, Xxxxx & Xxxx, Spectrum Equity, Parent, and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (together with the Mutual NDA and the Clean Team NDA, the “Confidentiality Agreements”) as if all such documents and information that is reasonably pertinent thereto; provided, that, were Evaluation Material (as defined in the case of clause (iMutual NDA), the Parties which Confidentiality Agreements shall cooperate remain in seeking full force and effect in accordance with its terms and shall apply to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such informationParent and Merger Sub as if they were direct parties thereto. (c) The information provided pursuant Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any Actions commenced against such party or any of its Affiliates or Representatives in connection with, arising from or relating to this Section 7.1 shall be used solely for the purpose of Agreement or the transactions contemplated by this AgreementAgreement (“Transaction Litigation”), and (ii) any material written notice from any Person alleging that the approval or consent of such information shall Person is or may be kept confidential required in connection with the Merger or the other transactions contemplated by Buyer and Seller this Agreement or (iii) any written notice or other communication from any Governmental Entity or securities exchange in accordance with, and Buyer and Seller shall otherwise abide connection with the Merger or the other transactions contemplated by and be subject to the terms and conditions of, the Confidentiality this Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyer’s authorized Representatives to the extent requested by Parent, the Lenders), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct of business date hereof, (B) any information that is subject to attorney‑client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller the Company herein; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated December 19, 2017, between Xxxxxxx & Xxxxxxxx Advisors LLC and the Company (as amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (i) any information that, as defined in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (iConfidentiality Agreement), the Parties which Confidentiality Agreement shall cooperate remain in seeking full force and effect in accordance with its terms and shall apply to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such informationParent and Merger Sub as if they were direct parties thereto. (c) The information provided pursuant Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in accordance connection with, and Buyer and Seller shall otherwise abide arising from or relating to this Agreement or the transactions contemplated by and this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of the occurrence or non‑occurrence of any event that, individually or in the aggregate, would reasonably be subject expected to cause any condition to the terms and conditions ofobligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the Confidentiality Agreementdelivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to any party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries, officers, directors and employees, to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyer’s authorized Representatives to the extent requested by Parent, the Financing Parties), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct of business date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller the Company herein; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Without limiting the foregoing, subject to applicable Law, from and after the date No-Shop Period Start Date to the Effective Time or the earlier termination of this Agreement, upon the reasonable request of Parent and at reasonable times and upon reasonable prior notice, Parent and members of senior management of the Company will hold meetings no less frequently than once every two weeks to discuss post-Closing integration plans and progress in connection with Required Governmental Approvals and any other pre-Closing filings; provided that the members of senior management attending each such meeting shall be selected by the Company in its reasonable discretion and such meetings (including the timing thereof and preparation therefor) shall not unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties; provided, further, the Parties agree and acknowledge that the Company’s failure of compliance with the last sentence of this Section 5.6(a) shall not be taken into account for purposes of determining whether the conditions referred to in Article VI shall have been satisfied with respect to performance in all material respects with this Section 5.6(a) except for willful and recurring failures of compliance. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated December 18, 2020, between GI Data Infrastructure Fund LP and the Company (as amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall apply to Parent and Merger Sub as if they were direct parties thereto, provided that the execution of this Agreement by the Company shall constitute written consent by the Company and the Company Board pursuant to the Confidentiality Agreement to all actions by Parent, Merger Sub and their Representatives permitted or contemplated by this Agreement. (c) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement notice or other communication received by such Party from any Contract to which Seller is a party Governmental Entity in connection with the transactions contemplated by this Agreement or cause from any privilege (including attorney-client privilege) Person alleging that Seller would be entitled to assert to be undermined with respect to such information and such undermining the consent of such privilege could Person is or may be required in Seller’s good faith judgment (after consultation connection with counsel) adversely affect in any material respect Seller’s position in any pending orthe transactions contemplated by this Agreement, what Seller believes in good faith could be, future litigation or (ii) of any Actions commenced against such Party or any of its Affiliates in connection with, arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”) or (iii) if Sellersuch Party becomes aware of the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any Party to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The Parties agree and acknowledge that the Company’s, on the one hand, and Buyer or any of its AffiliatesParent’s, on the other hand, are adverse parties failure of compliance with this Section 5.6(c) shall not be taken into account for purposes of determining whether the conditions referred to in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties Article VI shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined have been satisfied with respect to such information or (B) could reasonably (performance in the good faith belief of Seller after consultation all material respects with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely 5.6(c) except for the purpose any willful and recurring failures of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreementcompliance. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject From the date hereof to applicable Legal Requirementsthe Closing Date or the earlier termination of this Agreement, upon receipt reasonable prior written notice, Parent and the Company shall each, and shall use its reasonable best efforts to cause each of written notice from Buyer of any such activities no less than two (2) Business Days in advancetheir respective Subsidiaries, Seller shall officers, directors and representatives to, afford Buyer’s authorized Representatives to the other reasonable access, access during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, consistent with applicable Law, to each of its respective officers, employees, properties, booksoffices, Contracts other facilities and Recordsbooks and records, and, during such period, Seller and shall furnish the other with all financial, operating and other data and information as the other shall reasonably request in writing. Notwithstanding the foregoing and Section 5.24, any such investigation or consultation shall be conducted in such a manner as not to Buyer all interfere unreasonably with the business or operations of the other Party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the other Party of their normal duties. Neither Party nor any of its Subsidiaries shall be required to provide access to or to disclose information reasonably requested where such access or disclosure would, in the reasonable judgment of such Party, (i) breach any agreement with any third party, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by Buyer concerning such Party, (iii) otherwise violate any applicable Law, including any antitrust Law or (iv) cause significant competitive harm to such Party or its Subsidiaries if the Purchased Assets as soon as reasonably practicableTransactions are not consummated; provided, further, however, that (1) with respect to clauses (i) through (iv) if such access information cannot be disclosed pursuant to such clauses, such Party and its Subsidiaries shall disclose as much of such information as is practicable (through redactions, summaries or other appropriate means) to the other Party without violating the applicable restrictions on disclosure of such information or waiving such privilege and shall use reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not interfere with result in the ordinary conduct loss of business or the operation attorney-client privilege, and (2) nothing herein shall authorize any Party to undertake any invasive environmental sampling at any of the Purchased Assets andproperties owned, unless Seller provides operated or leased by the other Party or its Subsidiaries, without such other Party’s prior written consent otherwisein its sole discretion. Each Party agrees that it will not, at all times during such accessand will cause its Representatives not to, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for use any information made obtained pursuant to this Section 7.1 shall be submitted in accordance with 5.8 or Section 13.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 5.24 for any competitive or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information purpose unrelated to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such informationTransactions. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date hereof to the OP Merger Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, BRE shall, and shall cause each of written notice from Buyer of any such activities no less than two (2) Business Days in advancethe BRE Subsidiaries to, Seller shall afford Buyer’s authorized to BNL, BNL OP and their respective Representatives reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access shall not interfere with that (1) the ordinary conduct of business or the operation of the Purchased Assets and, unless Seller provides written consent otherwise, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 13.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 foregoing shall not require Seller BRE or any of the BRE Subsidiaries to permit any access to, or to disclose (iA) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, that is reasonably likely subject to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilegeprivilege or other privilege or trade secret protection or the work product doctrine, (B) any information that Seller in the reasonable opinion of BRE would be entitled violate any applicable Law, (C) such documents or information that are reasonably pertinent to assert to be undermined with respect to such information any Proceeding between BRE and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Sellerits Affiliates, on the one hand, and Buyer or any of BNL and its Affiliates, on the other hand, are adverse parties in a litigation, hand or (D) any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information related to the extent doing so (A) would not (in the good faith belief negotiation and execution of Seller after consultation this Agreement or to transactions potentially competing with counsel) be reasonably likely or alternative to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions and the actions of the Board of Managers of BRE (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, and (2) any such information investigation shall be kept confidential conducted in such a manner as not to interfere with the normal business or operations of BRE or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by Buyer employees of BRE or its Subsidiaries of their normal duties and Seller in accordance withBNL shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of BRE that may result from any such requests for access. Each of BNL and BRE, as it deems advisable and necessary, may reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or with similar restrictions, and Buyer such materials and Seller the information contained therein shall be given only to the outside counsel of the recipient, or otherwise abide by as the restriction indicates, and be subject to any additional confidentiality or joint defense agreement between the terms parties. Nothing in this Section 6.5 will be construed to require BRE, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. Any access to the properties of BRE and conditions ofits Subsidiaries will be subject to BRE’s reasonable security measures, policies and insurance requirements. (b) Each of BNL and BNL OP shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning BRE and its Subsidiaries furnished to BNL or BNL OP or their respective Representatives or Affiliates in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated as of June 20, 2019, by and between BNL and BRE (the “Confidentiality Agreement”), as if all such documents and information were Proprietary Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall also apply to BNL OP, its Subsidiaries and their and BNL’s Representatives as if they were direct parties thereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, upon receipt of written reasonable notice from Buyer of any such activities no less than two (2) Business Days in advanceto the Company, Seller the Company shall afford Buyer’s officers and other authorized Representatives representatives and the Lenders, upon reasonable accessnotice, reasonable access to the properties, Books and Records and Contracts and other documents of the Company and its Subsidiaries during normal business hours until throughout the date that is five (5) Business Days period prior to the scheduled Closing Date, to its employees, properties, books, Contracts and Records, Date and, during such period, Seller the Company shall furnish make available promptly to Buyer all information concerning the businesses, affairs, operations, properties and personnel of the Company and its Subsidiaries as Buyer may reasonably requested request and, with the Company’s prior written consent (such consent not to be unreasonably withheld), to those managers, officers, directors, employees, agents, accountants and counsel of the Company who have any knowledge relating to the Company or the business of the Company, and a reasonable opportunity to make such investigations as Buyer and such officers and authorized representatives reasonably request, provided that the foregoing shall not require the Company or its Affiliates (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or the applicable Affiliate would result in the disclosure of any trade secrets or violate any of its obligations with respect to confidentiality, (ii) to disclose any privileged information of the Company or any of its Affiliates to the extent it would reasonably be expected to cause the loss of attorney-client privilege on any material information, or (iii) to permit any environmental sampling, testing or other intrusive investigations of the Leased Real Property. Neither the Company nor any of the Fully Diluted Common Holders (including the Stockholders’ Representative) make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.1, and Buyer may not rely on the accuracy of any such information, in each case except to the extent expressly set forth in the Company’s representations and warranties contained in Article III. (b) Any such investigation by Buyer concerning the Purchased Assets as soon as reasonably practicable; provided, however, such access or Merger Sub shall not unreasonably interfere with the ordinary conduct of business or the operation any of the Purchased Assets andbusinesses or operations of the Company or its Subsidiaries. Neither Buyer nor Merger Sub shall, unless Seller provides written consent otherwiseprior to the Closing Date, at all times during such accesshave any contact whatsoever with respect to the Company or any of its Subsidiaries or with respect to the transactions contemplated by this Agreement with any agent, Xxxxx’s authorized Representatives broker, partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries, except in consultation with the Company and then only with the express prior approval of the Company, which approval shall be accompanied by at least one Representative granted pursuant to the terms of SellerSection 5.1(a) above (subject to the limitations above), and shall not be unreasonably withheld. All requests for information made pursuant to this Section 7.1 5.1 shall be submitted directed to the Person designated by the Company in accordance with Section 13.4. All a notice given to Buyer, and all such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information 5.4 and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject The Company will afford to applicable Legal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, Seller shall afford Buyer’s authorized Parent and its Representatives reasonable access, access during normal business hours until hours, through the date that is five (5) Business Days prior to the scheduled Closing DateClosing, to its and its Subsidiaries’ officers, employees, properties, bookscontracts, Contracts commitments, books and Recordsrecords and any report, andschedule or other document filed or received by it pursuant to the requirements of applicable Laws and will furnish Parent with financial, during such periodoperating and other data and information as Parent, Seller shall furnish through its respective officers, employees or other authorized Representatives may from time to Buyer all information time reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerequest in writing; provided, however, that Parent and its Representatives will conduct any such access shall activities in such a manner as not to unreasonably interfere with the ordinary conduct of business or the operation operations of the Purchased Assets and, unless Seller provides written consent otherwise, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for information made pursuant to this Section 7.1 shall be submitted in accordance with Section 13.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or Company and its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller hereinSubsidiaries. (b) During the Interim Period, Parent will afford to the Company, Seller Representative and their respective Representatives reasonable access during normal business hours, to its and its Subsidiaries’ officers, employees, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and will furnish the Company with financial, operating and other data and information as the Company, through its respective officers, employees or other authorized Representatives may from time to time reasonably request in writing; provided, however, that the Company, Seller Representative and their respective Representatives will conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Parent. (c) This Section 7.1 shall ‎5.5 will not require Seller any Party to permit any access toaccess, or to disclose (i) any information that, in that the reasonable, good faith judgment (after consultation with counsel) of Seller, such Party determines is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party Law or cause any privilege (including attorney-client privilege) that Seller such Party would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information information; except that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall will cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract Law or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw and Section 6.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt of reasonable prior written notice from Buyer and subject to applicable Laws relating to the exchange of any such activities no less than two (2) Business Days in advanceinformation, Seller the Company shall, and shall cause the Company Subsidiaries to, afford Buyer’s authorized Representatives to Parent, Merger Sub and their Representatives, reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during records or furnish as promptly as practicable to Parent such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as soon as Parent or its Representatives may reasonably practicablerequest; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of the Company Subsidiaries to permit any access, or disclose any information, that (A) would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct date of business this Agreement, (B) would result in the loss or waiver of any attorney-client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) would result in a breach of a Contract to which the Company or any of the Purchased Assets andCompany Subsidiaries are bound as of the date of this Agreement, unless Seller provides written consent otherwiseor (D) is related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board with respect to any of the foregoing, at all times during such accesswhether prior to or after execution of this Agreement (in each case, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for other than any information made pursuant that the Company is required to this Section 7.1 shall be submitted provide in accordance with Section 13.4. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto6.2(e)); provided, further, that, in the case of the foregoing clause (iA), the Parties Company shall cooperate use commercially reasonable efforts to provide such access or disclosure in seeking a manner that does not violate any such obligations with respect to find a way confidentiality, in the case of the foregoing clause (B), the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such information privilege, including to the extent doing so (A) requested by Parent and if applicable, by entering into a customary joint defense agreement that would not (alleviate such loss of privilege and, in the good faith belief case of Seller after consultation with counsel) be reasonably likely the foregoing clause (C), the Company shall use its commercially reasonable efforts to result in the violation obtain waivers of any such Legal Requirement restrictions and (ii) any such access afforded to Parent, Merger Sub and their Representatives shall not unreasonably interfere with the normal business and operations of the Company and the Company Subsidiaries. Nothing in this Section 6.5(a) will be construed to require the Company, any Company Subsidiaries or Contract any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 6.5(a) must be reasonably likely directed to the General Counsel of the Company, any other person listed in Section 6.5(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and the Company Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the Transactions in accordance with that certain letter agreement regarding Confidential Information and Evaluation Material, dated May 1, 2024, between Aperam S.A. and the Company (the “Confidentiality Agreement”) as if all such privilege to be undermined with respect to such documents and information or were Confidential Information (B) could reasonably (as defined in the good faith belief Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of Seller after consultation with counsel) be managed through this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. Notwithstanding any other provision of this Agreement, Xxxxxx agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use of customary “clean-room” arrangements any information obtained pursuant to which non-employee Representatives this Section 6.5 for any competitive or other purpose unrelated to the consummation of Buyer could be provided access to such informationthe Transactions. (c) Each Party will give prompt notice to the other Party or Parties, as the case may be, of, subject to any restrictions under any Regulatory Law, any notice or other communication received by such Party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such Governmental Entity or Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent. The information provided delivery of any notice pursuant to this Section 7.1 6.5(c) shall be used solely for not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject remedies available hereunder to the terms and conditions of, the Confidentiality Agreementany Party. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw and Section 5.1(d), from and after May 6, 2021 to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyerto the extent requested by Parent’s authorized Representatives financing sources), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct date of business the Original Agreement, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date of the Original Agreement or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (including the Special Committee) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller hereinthe Company herein and (iv) any such access that is onsite or in-person shall be conducted in accordance with onsite or in-person guidelines which constitute a COVID-19 Response; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Without limitation of the Company’s obligations in Section 5.13, nothing in this Section 5.6(a) will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 5.6(a) must be directed to the General Counsel of the Company, any other person listed in Section 5.6(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 16, 2021, between Hxxxxxx & Fxxxxxxx Advisors LLC and the Company (as further amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Evaluation Material (i) any information that, as defined in the reasonableConfidentiality Agreement), good faith judgment (after consultation which Confidentiality Agreement shall remain in full force and effect in accordance with counsel) its terms, subject to the terms of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one handthis Agreement, and Buyer or any of its Affiliates, on the other hand, are adverse shall apply to Parent and Merger Sub as if they were direct parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in accordance connection with, and Buyer and Seller shall otherwise abide arising from or relating to this Agreement or the transactions contemplated by and this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be subject expected to cause any condition to the terms and conditions ofobligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied. The Company shall give prompt notice to Parent regarding any product corrective actions involving the CPSC. The delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyer’s authorized Representatives to the extent requested by Parent, the Lenders), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct of business date hereof, (B) any information that is subject to attorney‑client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller the Company herein; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated December 31, 2018, between Xxxxxxx & Xxxxxxxx Advisors LLC and the Company (as amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (i) any information that, as defined in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (iConfidentiality Agreement), the Parties which Confidentiality Agreement shall cooperate remain in seeking full force and effect in accordance with its terms and shall apply to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such informationParent and Merger Sub as if they were direct parties thereto. (c) The information provided pursuant Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in accordance connection with, and Buyer and Seller shall otherwise abide arising from or relating to this Agreement or the transactions contemplated by and this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of the occurrence or non‑occurrence of any event that, individually or in the aggregate, would reasonably be subject expected to cause any condition to the terms and conditions ofobligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the Confidentiality Agreementdelivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to any party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw and Section 5.1(d), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyerto the extent requested by Parent’s authorized Representatives financing sources), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct of business date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board or any committee thereof (including the Special Committee) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller hereinthe Company herein and (iv) any such access that is onsite or in-person shall be conducted in accordance with onsite or in-person guidelines which constitute a COVID-19 Response; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. Without limitation of the Company’s obligations in Section 5.13, nothing in this Section 5.6(a) will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 5.6(a) must be directed to the General Counsel of the Company, any other person listed in Section 5.6(a) of the Company Disclosure Schedule or another person designated in writing by the Company. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 16, 2021, between Hxxxxxx & Fxxxxxxx Advisors LLC and the Company (as further amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Evaluation Material (i) any information that, as defined in the reasonableConfidentiality Agreement), good faith judgment (after consultation which Confidentiality Agreement shall remain in full force and effect in accordance with counsel) its terms, subject to the terms of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one handthis Agreement, and Buyer or any of its Affiliates, on the other hand, are adverse shall apply to Parent and Merger Sub as if they were direct parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in accordance connection with, and Buyer and Seller shall otherwise abide arising from or relating to this Agreement or the transactions contemplated by and this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be subject expected to cause any condition to the terms and conditions ofobligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied. The Company shall give prompt notice to Parent regarding any product corrective actions involving the CPSC. The delivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the Confidentiality Agreementremedies available hereunder to any party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, upon receipt of written notice from Buyer of any such activities no less than two reasonable notice, the Company shall (2and shall cause its Subsidiaries to) Business Days in advance, Seller shall afford BuyerParent’s officers and other authorized Representatives reasonable access, during normal business hours until throughout the date that is five (5) Business Days period prior to the scheduled Closing DateEffective Time, to its employees, properties, books, Contracts contracts and Records, records and, during such period, Seller the Company shall (and shall cause its Subsidiaries to) furnish promptly to Buyer Parent all information concerning its business, properties and personnel as may reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablebe requested; provided, howeverthat no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided, such access further, that the foregoing shall not require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (a) unreasonably interfere with the ordinary conduct Company’s business operations, (b) result in a waiver or otherwise jeopardize the protection of business any applicable privilege (including attorney-client privilege) or other immunity or protection or (c) contravene any Law applicable to the operation Company or any of its Subsidiaries or their respective businesses or, in any material respect, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their assets or properties are bound. In the event that the Company withholds information on the basis of the Purchased Assets andforegoing clauses (a) through (c), unless Seller provides written the Company shall inform the Parent as to the general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (i) obtain the required consent otherwise, at all times during or waiver of any third party required to provide such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of Sellersuch information in a manner to remove the basis for the objection. All requests for access or information made pursuant to this Section 7.1 6.6 shall be submitted in accordance with Section 13.4directed to the specific executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller herein. (b) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel) of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant to this Section 7.1 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreement. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. From the date of this Agreement until the earlier of (ax) Subject termination of this Agreement pursuant to applicable Legal RequirementsArticle VIII and (y) the Effective Time, upon receipt of written reasonable prior notice from Buyer of any such activities no less than two and unless otherwise prohibited by applicable Law, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, (2i) Business Days in advanceprovide to Parent and its counsel, Seller shall afford Buyer’s financial advisors, auditors and other authorized Representatives reasonable access, access during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Dateoffices, to its employeesfacilities, properties, booksofficers, Contracts employees, agents, books and Recordsrecords of the Company and its Subsidiaries, and, during such period, Seller shall (ii) furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicable; providedParent and its counsel, howeverfinancial advisors, such access shall not interfere with the ordinary conduct of business or the operation of the Purchased Assets and, unless Seller provides written consent otherwise, at all times during such access, Xxxxx’s auditors and other authorized Representatives shall be accompanied by at least one Representative of Seller. All requests for such financial and operating data, compliance-related policies, procedures, reports, minutes and correspondence between the Company and its Subsidiaries and any Governmental Entity and other information made as Parent or its Representatives may reasonably request and (iii) reasonably cooperate with Parent and its Representatives in connection with any inspection or evaluation requested or conducted pursuant to this Section 7.1 6.7, provided that, in each case, the Company shall not be submitted required to permit any inspection, or disclose any document or information, that would, in accordance with Section 13.4. All such information shall be governed by the reasonable judgment of the Company, (A) violate the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time confidentiality provisions in any agreement with a third party entered into prior to or following the date hereof shall affect of this Agreement (or be deemed to modify any representation or warranty made by Seller herein. (bentered into after the date of this Agreement in compliance with Section 6.1) This Section 7.1 shall not require Seller to permit any access to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with its outside counsel, (B) of Seller, is reasonably likely to result in any a violation of applicable Law, including any Legal Requirement or fiduciary duty, (C) after consultation with its outside counsel, waive the protection of any Contract to which Seller is a party or cause any privilege (including attorney-client privilegeprivilege or (D) result in the disclosure of any sensitive or personal information that Seller would be entitled expose the Company to assert to be undermined with respect to such information and such undermining the risk of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes Liability; provided further that the parties hereto shall cooperate in good faith could be, future litigation or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow as much access to or disclosure of such information as may be possible or provide a reasonable alternative to the extent doing so (A) such access or disclosure that would not (in the good faith belief of Seller the Company, after consultation with outside counsel) be reasonably likely to result in the violation of any such Legal Requirement agreement or Contract Law or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed waive or reveal such sensitive or personal information, including through the use of customary “clean-roomclean team” arrangements pursuant or other similar procedures. Notwithstanding anything to which non-employee Representatives the contrary in this Section 6.7 or elsewhere in this Agreement, neither Parent nor any of Buyer could its representatives will be provided access permitted to such information. (c) The collect or analyze any environmental samples or perform any invasive environmental procedure with respect to any property of the Company or any of its Subsidiaries. All information provided made available or disclosed pursuant to this Section 7.1 6.7 shall be used solely for the purpose of the transactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Seller in accordance with, and Buyer and Seller shall otherwise abide by and be subject to the terms and conditions of, of the Confidentiality Agreement, dated July 27, 2015, between Parent and the Company (the “Confidentiality Agreement”). (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw, from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt reasonable prior written notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent, Merger Sub and each of written notice from Buyer of any such activities no less than two their Representatives (2) Business Days in advanceincluding, Seller shall afford Buyer’s authorized Representatives to the extent requested by Parent, the Lenders), reasonable access, during normal business hours until the date that is five (5) Business Days prior to the scheduled Closing Datehours, to its officers, employees, properties, offices and other facilities, books, Contracts and Records, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon as reasonably practicablerecords; provided, however, such access that (i) the foregoing shall not interfere require the Company or any of its Subsidiaries to permit access to (A) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the ordinary conduct of business date hereof, (B) any information that is subject to attorney-client privilege or other privilege or trade secret protection or the operation work product doctrine, (C) information that in the reasonable opinion of the Purchased Assets andCompany would result in a breach of a Contract to which the Company or any of its Subsidiaries are bound as of the date hereof or (D) information related to the Company’s sale process, unless Seller provides written consent otherwiseincluding any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board (or any committee thereof) with respect to any of the foregoing, at all times during such access, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative whether prior to or after execution of Seller. All requests for this Agreement (access to the information made pursuant to described in this Section 7.1 shall be submitted in accordance with Section 13.4. All such information clause (D) shall be governed by Section 5.2), (ii) any such investigation shall be conducted in such a manner as not to unreasonably interfere with the terms normal business or operations of the Confidentiality Agreement. No Company or its Subsidiaries or otherwise result in any undue burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and (iii) no investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof 5.6 shall affect or be deemed to modify any representation or warranty made by Seller the Company herein; provided, that the Company shall use its reasonable best efforts to allow for any access or disclosure in a manner that does not result in the effects set out in clauses (i)(A), (i)(B) or (i)(C), including by making appropriate substitute arrangements. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain letter agreement, dated February 6, 2019, between Parent and the Company (as amended or otherwise modified from time to disclose time, the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (i) any information that, as defined in the reasonableConfidentiality Agreement), good faith judgment (after consultation which Confidentiality Agreement shall remain in full force and effect in accordance with counsel) its terms, subject to the terms of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one handthis Agreement, and Buyer or any of its Affiliates, on the other hand, are adverse shall apply to Parent and Merger Sub as if they were direct parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent, (ii) of any Actions commenced against such party or any of its Affiliates in accordance connection with, and Buyer and Seller shall otherwise abide arising from or relating to this Agreement or the transactions contemplated by and this Agreement (“Transaction Litigation”) or (iii) if such party becomes aware of the occurrence or non-occurrence of any event that, individually or in the aggregate, would reasonably be subject expected to cause any condition to the terms and conditions ofobligations of any party hereto to effect the Merger or any of the other transactions contemplated by this Agreement not to be satisfied; provided, that the Confidentiality Agreementdelivery of any notice pursuant to this Section 5.6(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to any party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT

Access and Reports. (a) Subject to applicable Legal RequirementsLaw and Section 7.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon receipt of reasonable prior written notice from Buyer of any such activities no less than two notice, the Company shall, and shall cause its Subsidiaries to, (2i) Business Days in advanceafford to Parent, Seller shall afford Buyer’s authorized Representatives Merger Sub and their Representatives, reasonable access, during normal business hours until (in such a manner as not to unreasonably interfere with the date that is five (5) Business Days prior to normal business or operations of the scheduled Closing DateCompany or its Subsidiaries), to its officers, employees, properties, offices and other facilities, books, Contracts and Recordsrecords and (ii) furnish, and, during such period, Seller shall furnish to Buyer all information reasonably requested by Buyer concerning the Purchased Assets as soon promptly as reasonably practicable, to Parent such information concerning its business, properties, assets and personnel as Parent may reasonably request; provided, however, such access that (A) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (1) any inspection or any information that would violate any of its obligations with respect to confidentiality in effect as of the date hereof, (2) any information that would jeopardize attorney client privilege or other privilege or trade secret protection or the work product doctrine, provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or other privilege or protection, (3) information related to the actions of the Company Board with respect to the Transactions and any similar transaction involving the sale of the Company or a material portion of its assets, or combination of the Company with any other Person, whether prior to or after execution of this Agreement or (4) conduct intrusive sampling of any vessel, including its cargo or bunkers, and (B) any such investigation shall be conducted in such manner as not to unreasonably interfere with the ordinary conduct of normal business or the operation operations of the Purchased Assets andCompany or its Subsidiaries. Nothing in this Section 7.5(a) will be construed to require the Company, unless Seller provides written consent otherwiseany of its Subsidiaries or any of their respective Representatives to prepare any reports, at all times during such accessanalyses, Xxxxx’s authorized Representatives shall be accompanied by at least one Representative of Sellerappraisals, opinions or other information. All requests for information made access pursuant to this Section 7.1 shall 7.5(a) must be submitted directed to the General Counsel of the Company, any other person listed in accordance with Section 13.4. All such information shall be governed 7.5(a) of the Company Disclosure Schedule or another person designated in writing by the terms of the Confidentiality Agreement. No investigation pursuant to this Section 7.1 or by Buyer or its Representatives at any time prior to or following the date hereof shall affect or be deemed to modify any representation or warranty made by Seller hereinCompany. (b) This Section 7.1 Each of Parent and Merger Sub shall, and shall not require Seller to permit any access cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or to disclose Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the transactions contemplated by this Agreement in accordance with that certain Non-Disclosure Agreement, dated as of February 27, 2024, by and between Parent and the Company (ithe “Confidentiality Agreement”) any as if all such documents and information that, were Confidential Information (as defined in the reasonableConfidentiality Agreement), good faith judgment (after consultation which Confidentiality Agreement shall remain in full force and effect in accordance with counsel) its terms, subject to the terms of Seller, is reasonably likely to result in any violation of any Legal Requirement or any Contract to which Seller is a party or cause any privilege (including attorney-client privilege) that Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in Seller’s good faith judgment (after consultation with counsel) adversely affect in any material respect Seller’s position in any pending or, what Seller believes in good faith could be, future litigation or (ii) if Seller, on the one handthis Agreement, and Buyer or any of its Affiliates, on the other hand, are adverse shall apply to Parent and Merger Sub as if they were direct parties in a litigation, any information that is reasonably pertinent thereto; provided, that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of Seller after consultation with counsel) be reasonably likely to result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of Seller after consultation with counsel) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Buyer could be provided access to such information. (c) The information provided pursuant Parent and the Company will give prompt notice to the other (i) subject to any restrictions under any Regulatory Law, of any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Section 7.1 shall Agreement or from any Person alleging that the consent of such Person is or may be used solely for the purpose of required in connection with the transactions contemplated by this Agreement, and if the subject matter of such information shall communication or the failure of such party to obtain such consent would reasonably be kept confidential by Buyer and Seller expected to be material to the Company, the Surviving Corporation or Parent or (ii) of any Actions commenced or, to the Knowledge of the Company or to the knowledge of Parent (as applicable), threatened in accordance writing against such party or any of its Affiliates (or any of their respective directors or officers) in connection with, and Buyer and Seller arising from or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Litigation”). The delivery of any notice pursuant to this Section 7.5(c) shall not cure any breach of any representation, warranty or covenant in this Agreement or otherwise abide by and be subject limit or affect the remedies available hereunder to the terms and conditions of, the Confidentiality Agreementany party hereto. (d) XXXXX XXXXXX AGREES TO DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS SELLER PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY, BASED UPON INJURY TO PERSON, INCLUDING DEATH, OR TO PROPERTY, TO THE EXTENT