Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ Seller shall (i) officersafford each of Parent, employeesPurchaser, Purchaser's Subsidiary and their authorized representatives reasonable access to all offices and other personnelfacilities of the Business and to all books and records relating to the Business and to the employees and personnel of the Business, (ii) assets permit each of Parent, Purchaser and Purchaser's Subsidiary to make such inspections and to make copies of such books and records as they may reasonably require and (iii) furnish each of Parent, Purchaser and Purchaser's Subsidiary with such financial and operating data and other information concerning the Business as they may from time to time reasonably request. Each party will direct its employees to render any assistance which the other party may reasonably request in examining or utilizing records referred to in this Section 6.2. (b) On and after the Closing, during normal business hours, Seller will permit each of Parent, Purchaser, Purchaser's Subsidiary and their authorized representatives, to have access to and examine and make copies of all books and recordsrecords of Seller relating to the Business which are not delivered to Purchaser or Purchaser's Subsidiary pursuant hereto (including correspondence, andmemoranda, during books of account, Tax records and the like) and relating to events occurring prior to the date hereof and to transactions or events occurring prior to the date hereof. (c) Parent, Purchaser and Purchaser's Subsidiary shall cooperate with Seller, at Seller's expense, and make available to Seller such perioddocuments, books, records or information transferred to Purchaser or Purchaser's Subsidiary and relating to activities of the Business or Seller prior to the Closing as Seller may reasonably require after the Closing in connection with any tax determination or contractual obligations to third parties or to defend or prepare for the defense of any claim against Seller or to prosecute or prepare for the prosecution of claims against third parties by Seller relating to the conduct of the business of the Business by Seller prior to the Closing or in connection with any governmental investigation of Seller or any of its Affiliates. (d) Each party agrees not to destroy any files or records which are subject to this section without giving reasonable notice to the other, and within 15 days of receipt of such notice, such other party may cause to be delivered to it the records intended to be destroyed, at such other party's expense. (e) Parent, Purchaser, Purchaser's Subsidiary and their authorized representatives (including its designated engineers or consultants) may at any time enter into and upon all or any portion of the Business' or any Business Subsidiary's properties (including all Real Property) in order to investigate and assess, as Parent, Purchaser and Purchaser's Subsidiary deem necessary or appropriate in their sole and absolute discretion, the Company environmental condition of such properties or the business conducted thereat. Such investigation may include, but need not be limited to, the performance of soil and surface or ground water sampling, monitoring, borings or testing and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to environmental conditions or Materials of Environmental Concern. Seller shall, and shall furnish promptly cause the Business and any Business Subsidiary to, cooperate with each of Parent, Purchaser, Purchaser's Subsidiary and their authorized representatives in conducting such investigation, shall allow Parent, Purchaser, Purchaser's Subsidiary and their authorized representatives full access to Parent their properties and businesses, together with full permission to conduct such investigation, and shall provide to Parent, Purchaser, Purchaser's Subsidiary and their authorized representatives all informationplans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to Seller or any Business Subsidiary or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of the Business. Purchaser shall restore, repair or replace Assets that are damaged or destroyed, other than ordinary wear and tear, as a result of Purchaser's action. Purchaser shall indemnify Seller for all such damage or destruction, including financial the damage or destruction arising out of an inspection conducted by Purchaser or Purchaser's representatives. (f) Any information regarding the Business or Assets heretofore or hereafter obtained from Seller or its Subsidiaries by Parent, Purchaser, Purchaser's Subsidiary or their representatives shall be subject to the terms of the Confidentiality Agreement, and operating datasuch information shall be held by Parent, concerning its business as Parent may reasonably request; Purchaser, Purchaser's Subsidiary and their representatives in accordance with the terms of the Confidentiality Agreement provided, however, that following the Acquired Companies Closing, this Section 6.2 and the Confidentiality Agreement shall not be required prohibit Parent, Purchaser or Purchaser's Subsidiary from using and providing to permit any inspection third parties such information concerning the Assets or the Business as it may deem appropriate. The foregoing shall not preclude Parent, Purchaser or Purchaser's Subsidiary from (i) the use or disclosure of such information which currently is known generally to the public or which subsequently has come into the public domain, other accessthan by way of disclosure in violation of this Agreement, (ii) the use or disclosure of such information that becomes available to Parent, Purchaser or Purchaser's Subsidiary on a non- confidential basis from a source other than Seller or the Seller's representatives, provided that such source is not known by Purchaser or Purchaser's Subsidiary to have a legal obligation prohibiting the disclosure of such information, or to disclose any (iii) the disclosure of such information required by law or court order, provided that, to the extent practicable, prior to such disclosure in the reasonable judgment required by law or court order Parent, Purchaser or Purchaser's Subsidiary will give Seller prior written notice of the Company could: (i) result in nature of the law or order requiring disclosure and the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementmade in accordance therewith.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresFrom the date hereof until the Closing, the Company Seller shall afford Parent permit the Acquiror and Parent’s its representatives to have reasonable access, during normal regular business hours between and upon reasonable advance notice of no less than one (1) Business Day , to all the date of this Agreement personnel, properties, Contracts, Tax Returns, the Evamist Books and Records, the Assumed Liabilities or the Evamist Business, and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company Seller shall furnish promptly to Parent all informationthe Acquiror such information in the Seller’s possession concerning the Purchased Assets, including financial and operating data, concerning its business the Assumed Liabilities or the Evamist Business as Parent the Acquiror may reasonably request; provided, however, that any such access shall be conducted in a manner as not to unreasonably interfere with the Acquired Companies operation of the Evamist Business and the Seller shall not be required to permit provide any inspection financial, operating or other access, or to disclose any information that is not currently available through the Seller’s existing business processes and the creation of which would be unduly burdensome on the Seller. The Seller may redact such portions of its books and records that do not relate to the extent such disclosure Purchased Assets, the Assumed Liabilities or the Evamist Business. The Seller shall instruct its respective employees, counsel and financial advisors to provide reasonable cooperation to the Acquiror in the reasonable judgment its investigation of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Evamist Business. (b) Parent The Seller shall implement procedures to keep confidential, and cause its Affiliates and its and their officers, directors, employees, representatives and advisors to keep confidential, all information relating to the Company hereby acknowledge Purchased Assets, Assumed Liabilities and agree Evamist Business, except as required by Law and except for information which is or becomes generally available to continue to be bound the public other than as a result of a disclosure by the Confidentiality AgreementSeller or its Affiliates and its and their officers, directors, employees, representatives or agents. All The Seller shall not disseminate any such information provided by or on behalf other than to those employees of the Acquired Companies Seller who have a business need to access such information (i) in connection with the preparation of the Seller’s accounting records, (ii) in connection with the preparation of any Tax Returns or with any Tax audits, (iii) in connection with any suit, claim, action, proceeding or investigation relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business or (iv) in connection with the operation of the Evamist Business in the Ordinary Course of Business prior to the Closing. Effective upon Closing, upon written request of the Acquiror, from time to time, the Seller shall (at the Acquiror’s sole cost and expense) use reasonable efforts to enforce the Seller’s rights with respect to the use and maintenance of confidential information relating to the Evamist Business under all confidentiality agreements between the Seller and any other potential acquiror of the Evamist Business that were entered into in contemplation of the sale of the Evamist Business. The Seller shall not waive or release its rights under such confidentiality agreements with respect to the use and maintenance of such confidential information with respect to the Evamist Business. (c) Information within the Purchased Assets disclosed to the Acquiror pursuant to this Agreement or obtained by Parent (including in the Seller Disclosure Schedule and its representatives the other Schedules delivered pursuant to Section 6.5(athis Agreement) shall be treated held as confidential information of the Acquired Companies for purposes of Confidential Information (as defined in the Confidentiality Agreement) and shall be subject to the Confidentiality Agreement to the extent such information is Confidential Information as of the date hereof. (d) The parties hereto, or any of their respective Affiliates or any of their respective officers or directors, shall cooperate as may be reasonably required in connection with the investigation and defense of any suit, action, claim, proceeding or investigation, in each case that is adverse to a third party, relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided, however, that the requesting party shall reimburse the non-requesting party promptly for all reasonable out-of-pocket costs and expenses incurred in connection with any such requests, including reasonable legal fees and costs. (e) Following the Closing, for so long as such information is retained by the Seller (which shall be for a period of at least three (3) years), the Seller shall permit the Acquiror and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice, to the Seller and its books, records and personnel to the extent relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business, to the extent such access may reasonably be required: (i) in connection with the preparation of the Acquiror’s accounting records or with any audits thereof, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business (other than such a suit, claim, action, proceeding or investigation that is adverse to the Seller) or (iii) in connection with any required regulatory filing relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided that the Acquiror shall reimburse the Seller promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by the Seller in connection with any such request. Notwithstanding the foregoing, the Seller need not disclose to the Acquiror any information: (i) relating to pricing or other matters that are highly sensitive if (I) providing such portions of documents or information, in the good faith opinion of the Seller’s counsel, would reasonably be expected to result in antitrust difficulties for the Seller and (II) the Seller designates such information as “outside counsel and retained experts only” and discloses such information to Acquiror’s outside counsel and retained experts; or (ii) which the Seller is prohibited from disclosing by applicable Law. If any material is withheld by the Seller pursuant to the immediately preceding sentence, the Seller shall inform the Acquiror as to the general nature of what is being withheld. The Seller may redact such portions of such books and records that do not relate to the Purchased Assets, the Assumed Liabilities or the Evamist Business. (f) Following the Closing, for so long as such information is retained by Acquiror (which shall be for a period of at least three (3) years), the Acquiror shall permit the Seller and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice, to the Acquiror and the Books and Records included in the Purchased Assets and the employees of the Acquiror or its Subsidiaries, to the extent that such access may reasonably be required: (i) in connection with the preparation of the Seller’s accounting records or with any audits thereof, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business (other than such a suit, claim, action, proceeding or investigation that is adverse to the Acquiror) or (iii) in connection with any required regulatory filing relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided that the Seller shall reimburse the Acquiror promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by the Acquiror in connection with any such request, including reasonable attorney fees and costs. Notwithstanding the foregoing, the Acquiror need not disclose to the Seller any information: (A) relating to pricing or other matters that are highly sensitive if (I) providing such portions of documents or information, in the opinion of the Acquiror’s counsel, might reasonably result in antitrust difficulties for the Acquiror and (II) the Acquiror designates such information as “outside counsel and retained experts only” and discloses such information to the Seller’s outside counsel and retained experts or (B) which the Acquiror is prohibited from disclosing by applicable Law. If any material is withheld by the Acquiror pursuant to the immediately preceding sentence, the Acquiror shall inform the Seller as to the general nature of what is being withheld. The Acquiror may redact such portions of such Books and Records that do not relate to the Purchased Assets, the Assumed Liabilities or the Evamist Business.

Access; Confidentiality. (a) Upon reasonable advance written notice, At all times during the period commencing with the execution and subject delivery of this Agreement and continuing until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measuresthe termination of this Agreement pursuant to Article VIII and the Merger Effective Time, the Company shall afford Parent, and Parent shall afford the Company, and Parent’s each of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access, access during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, upon reasonable notice, to the Acquired Companies’ (i) officersits properties, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial records and operating data, concerning its business as Parent may reasonably requestpersonnel; provided, however, that the Acquired Companies shall not be required disclosing party may restrict or otherwise prohibit access to permit any inspection documents or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: that (i) result in the disclosure of any trade secrets of Third Parties; applicable Law requires such party to restrict or otherwise prohibit access to such documents or information or (ii) jeopardize protections afforded access to such documents or information would give rise to a waiver of any of the Acquired Companies under the attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, and provided further, that no information or knowledge obtained by the receiving party in any investigation conducted pursuant to the access contemplated by this Section 6.05 shall affect or be deemed to modify any representation or warranty of the disclosing party set forth in this Agreement or otherwise impair the rights and remedies available to receiving party hereunder. If the Company or Parent does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to communicate the applicable information to the other party in a way that would not violate the applicable Law or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely extent possible. Any investigation conducted pursuant to the access contemplated by this Section 6.05 shall be conducted in a manner that does not unreasonably interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer business of the Company and its Subsidiaries or another person designated Parent and its Subsidiaries. Nothing in writing this Section 6.05 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries, Parent, any of its Subsidiaries, or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information or to allow sampling of any environmental media or building component. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent, the Company or any of their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.05. Except for disclosures expressly permitted by the Company. Notwithstanding anything herein to terms of the contraryConfidentiality Agreement, each of the Company and Parent and Merger Sub shall nothold, and shall cause their respective representatives not toRepresentatives to hold, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of all information received from the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheldparty or its Representatives, conditioned directly or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Each of CNYF and the CNYF Subsidiaries shall permit Niagara Bancorp and its representatives reasonable advance written noticeaccess to its properties, and subject shall disclose and make available to applicable logistical restrictions or limitations as a result them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of COVID-19 or CNYF and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date committees thereof)(other than minutes of any confidential discussion of this Agreement and the earlier of the Acceptance Time transactions contemplated hereby), and the date of termination of this Agreementstockholders, to the Acquired Companies’ (i) officersorganizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other personnelbusiness activities or prospects in which Niagara Bancorp may have a reasonable interest. CNYF and CSB shall make their respective officers, employees and agents and authorized representatives (iiincluding counsel and independent public accountants) assets available to confer with Niagara Bancorp and its representatives. CNYF and CSB shall permit a representative of Niagara Bancorp to attend any meeting of CNYF and/or CSB's Board of Directors or the Executive Committees thereof (iii) all books and records, and, during such period, the Company provided that neither CNYF nor CSB shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit the Niagara Bancorp representative to remain present during any inspection or other access, or to disclose any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent such disclosure required by, and in accordance with, the reasonable judgment provisions of the Company could: confidentiality agreement, dated November 22, 1999, among CNYF and Niagara Bancorp (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Niagara Bancorp agrees to conduct such investigations and the Company hereby acknowledge discussions hereunder in a manner so as not to interfere unreasonably with normal operations and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf customer and employee relationships of the Acquired Companies other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, CNYF shall permit employees of Niagara Bancorp reasonable access to information relating to problem loans, loan restructurings and loan work-outs of CNYF. (d) If the transactions contemplated by this Agreement shall not be consummated, CNYF and Niagara Bancorp will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or obtained by Parent and preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives pursuant or agents and except to Section 6.5(a) the extent disclosure of any such information is legally required. CNYF and Niagara Bancorp shall be treated as confidential information each give prompt written notice to the other party of the Acquired Companies for purposes of the Confidentiality Agreementany contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ Seller shall (i) officers, employees, afford Purchaser and its authorized representatives reasonable access to all offices and other personnelfacilities, all books and records and all employees and personnel of Seller and its Subsidiaries, (ii) assets permit Purchaser and its authorized representatives to make such inspections and to make copies of such books and records as they may reasonably require and (iii) all books furnish Purchaser and records, and, during its authorized representatives with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, data and other information concerning the Business as they may from time to time reasonably request. Each party will direct its business as Parent employees to render any assistance which the other party may reasonably requestrequest in examining or utilizing records referred to in this Section 6.2. (b) Purchaser shall cooperate with Seller, at Seller's expense, and make available to Seller such documents, books, records or information transferred to Purchaser and relating to activities of the Business, Seller or any of its Subsidiaries prior to the Closing as Seller may reasonably require after the Closing in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the defense of any claim against Seller or any Subsidiary or to prosecute or prepare for the prosecution of claims against third parties by Seller relating to the conduct of the business of the Business by Seller or any Subsidiary prior to the Closing or in connection with any governmental investigation of Seller or any of its Affiliates. (c) Each party shall not destroy any files or records which are subject to this Section 6.2 without giving reasonable notice to the other party, and within 15 days of receipt of such notice, such other party may cause to be delivered to it the records intended to be destroyed, at such other party's expense. (d) Any information regarding the Business or Assets heretofore or hereafter obtained from Seller or its Subsidiaries by Purchaser or its representatives shall be subject to the terms of the Confidentiality Agreement, and such information shall be held by Purchaser and its representatives in accordance with the terms of the Confidentiality Agreement; provided, however, that following the Acquired Companies Closing, this Section 6.2 and the Confidentiality Agreement shall not be required prohibit Purchaser from using and providing to permit any inspection or other access, or to disclose any Third Parties such information to concerning the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege Assets or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Business as it may deem appropriate. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon During the Pre-Closing Period, each Seller shall and shall cause its Representatives to, upon reasonable advance written prior notice, give Buyer and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives its authorized Representatives reasonable access, access during normal business hours between to Contracts, Books and Records, analysis, projections, plans, systems, management and other personnel, and Sellers’ Representatives, offices and other facilities and properties, in each case to the extent related to the Business (including the Business Employees), the Acquired Assets or the Assumed Liabilities; provided that Buyer and its Representatives shall not interfere unreasonably with the business and operations of Sellers. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. The right of Buyer to access pursuant to this Section 6.4 shall not modify in any way any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) jeopardize the attorney-client or other legal privilege of such Seller, (b) relate to individual performance or evaluation records, medical histories or other personnel-related information the disclosure of which would subject Sellers or any of their Affiliates to Liability, (c) contravene any applicable Law or (d) give a third party the right to terminate or accelerate the rights under a Contract to which a Seller is a party as of the date of this Agreement and the earlier or otherwise bound as of the Acceptance Time and the date of termination of this Agreement; provided that in each case, to the Acquired Companies’ Seller Parent shall: (i) officers, employees, and other personnelgive reasonable notice to Buyer of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4, (ii) assets inform Buyer with sufficient detail of the reason for such restriction or prohibition, and (iii) all books and recordscause the applicable Seller to use its reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. During the Pre-Closing Period, and, during such period, the Company Seller Parent shall furnish promptly use commercially reasonable efforts to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment arrange on-site inspections of the Company could: (i) result facilities set forth in Schedule 6.4 as soon as practicable following the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further date hereof at times that any such access shall be afforded and any such information shall be furnished solely at are mutually convenient for Seller Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent Buyer and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementapplicable suppliers.

Access; Confidentiality. The Company agrees to (a) Upon reasonable advance written noticeprovide, and subject shall cause its Subsidiaries to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresprovide, the Company shall afford Parent Acquiror and Parent’s representatives reasonable accessits Representatives, during normal business hours between from the date of this Agreement and until the earlier of the Acceptance Effective Time and or the date of termination of this Agreement, reasonable access during normal business hours and upon reasonable prior notice from Acquiror, in such a manner as not to interfere unreasonably with the Acquired Companies’ operation of any business conducted by the Company or any of its Subsidiaries to (i) officersthe Company’s and its Subsidiaries’ respective properties, employeesbooks, Contracts, commitments, personnel and other personnel, records and (ii) assets such other information as Acquiror shall reasonably request with respect to the Company and its Subsidiaries and their respective businesses, financial condition and operations; and (iiib) all books request its and records, and, during such period, its Subsidiaries’ respective Representatives to cooperate with Acquiror with respect to the foregoing; provided that nothing in this Agreement shall require the Company shall furnish promptly to Parent all information, including financial and operating data, concerning or any of its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or Subsidiaries to disclose any information to Acquiror or its Representatives that would cause a violation of or otherwise contravene any material Contract to which the Company or any of its Subsidiaries is a party, would be reasonably expected to cause a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of applicable Law; and provided, further that (x) no investigation of the Company’s business shall affect any representation or warranty given by the Company hereunder, in the Company Disclosure Letter or in the certificate referenced in Section 7.2(c), or otherwise limit or affect the remedies available under this Agreement to Acquiror, (y) competitively sensitive material (reasonably designated by the Company as such) may be provided in accordance with the procedures set forth in Section 6.3(b) if applicable and to the extent such disclosure in permitted by applicable Law and (z) Acquiror shall not be entitled to perform any invasive or destructive sampling or testing of any kind at any location without the reasonable judgment prior written approval of the Company could: (i) result in Company, such approval not to be unreasonably withheld by the disclosure of Company. Acquiror shall and shall cause Acquiror’s controlled Affiliates and Representatives to keep confidential any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of non-public information received from the Acquired Companies under the attorney-client privilege Company, its Affiliates or the attorney work product doctrine; (iii) violate any Law; Representatives, directly or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access indirectly, pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated 6.5 in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection accordance with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of Closing, Parent will, and will cause the Acceptance Time Transferred Companies and the date of termination of this AgreementSellers to, to the Acquired Companies’ during normal business hours and upon reasonable prior notice, (i) officersprovide to Buyer and its Representatives reasonable access to the premises (including the Leased Sites), employeesAssets, property, books and other personnel, records of the Transferred Companies and the Business; (ii) assets furnish to Buyer and its Representatives financial information, operating data and other information pertaining to the Business and the Business Assets; (iii) all books make available for inspection and records, and, during such period, copying by Buyer and its Representatives copies of any documents relating to the Company shall furnish promptly foregoing; and (iv) permit Buyer and its Representatives to Parent all information, including financial conduct reasonable interviews of key employees and operating data, concerning its business as Parent may reasonably requestexecutive officers of the Business; provided, however, that (A) Buyer shall exercise its right under this Section 4.1(a) in such a manner as to not unreasonably interfere with the Acquired Companies operation of the Business; (B) Buyer shall not be required allowed to permit perform invasive or subsurface investigations of any inspection Real Property, including any sampling, testing or removal of materials (other accessthan documents to the extent permitted hereunder) from the offices, factories and properties of Parent, the other Sellers or to disclose any information the Transferred Companies, without the prior consent of Parent (which consent can be withheld in Parent’s sole discretion); and (C) Parent may limit such access described in clauses (i) through (iv) above to the extent such disclosure in the reasonable judgment access (1) would violate or give rise to liability of the Company could: (i) result in the disclosure of Parent or its Affiliates under applicable Legal Requirements, including any trade secrets of Third PartiesAntitrust Laws; (ii2) jeopardize protections afforded to would require Parent or any of the Acquired Companies under the its Affiliates to waive any attorney-client privilege or the attorney work product doctrine; (iii) violate any Lawprivilege; or (iv3) materially and adversely interfere conflicts with the conduct any confidentiality obligations to which Parent or any of the Acquired Companies’ business; and provided further its Affiliates is bound (it being understood that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notshall, and shall cause their respective representatives not the Sellers and the Transferred Companies to, contact cooperate in commercially reasonable efforts and requests for waivers that would enable disclosure to Buyer to occur without so jeopardizing privilege or contravening such Legal Requirement, privilege or confidentiality obligation). The representations, warranties and covenants of a party and any partnerPerson’s right to indemnification or other remedy based upon any representation, licensor, licensee, customer warranty or supplier covenant of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall a party will not be unreasonably withheldaffected or deemed waived by any investigation conducted by or on behalf of such Person or by reason of any knowledge acquired at any time with respect to the accuracy or inaccuracy of, conditioned or delayed)compliance with, such representations, warranties or covenants. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided to Buyer and its Representatives by or on behalf of Parent, the Acquired Companies Sellers, the Transferred Companies, their Affiliates or their Representatives (whether pursuant to this Section 4.1 or otherwise) will be governed and protected by the Confidentiality Agreement or obtained by between Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of Buyer Guarantor dated April 5, 2013 (the Acquired Companies for purposes “Confidentiality Agreement”). Notwithstanding any provision of the Confidentiality Agreement to the contrary, each of the parties hereto acknowledges and agrees that, in consultation with Parent, unless Parent has a reasonable objection in respect of specific Business Employees, Buyer shall be permitted to (i) enter into discussions and negotiations with up to thirty (30) Business Employees concerning their employment with the Business following the Closing; and (ii) enter into Contracts with each of such Business Employees to the extent the effectiveness of such Contracts is conditioned on the consummation of the Closing; provided that in the event this Agreement is terminated in accordance with Article VII, Buyer agrees that, for a period of two (2) years following the date of such termination, neither it nor any of its Affiliates shall hire any Business Employee with whom Buyer or one of its Affiliates had discussions with prior to the termination of this Agreement. Following the Closing, Buyer and its Affiliates shall be entitled to use, and disclose, all information relating to the Business free of any restrictions, and the parties hereto agree that the Confidentiality Agreement shall not apply to any of the foregoing actions.

Access; Confidentiality. (a) Upon Each of Innes Street and Citizens Bank shall permit Xxxxxx Bancorp and its representatives reasonable advance written noticeaccess to its properties, and subject shall disclose and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Innes Street and Citizens Bank, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and shareholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Xxxxxx Bancorp may have a reasonable interest (provided that Innes Street shall not be required to provide access to any information that would violate its, or Citizens Bank's, attorney-client privilege or would violate applicable logistical restrictions law or limitations as a result of COVID-19 or any COVID-19 Measuresregulation). Innes Street and Citizens Bank shall make their respective officers, the Company shall afford Parent employees and Parent’s agents and authorized representatives reasonable access(including counsel and independent public accountants) available to confer with Xxxxxx Bancorp and its representatives. In addition, during normal business hours between from the date of this Agreement through the Closing Date, Innes Street and the earlier Citizens Bank shall permit employees of the Acceptance Time Xxxxxx Bancorp reasonable access to information relating to problem loans, loan restructurings and the date loan workouts of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, Innes Street and other personnel, (ii) assets and (iii) Citizens Bank. The parties will hold all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information delivered in confidence to the extent such disclosure required by, and in accordance with, the reasonable judgment provisions of the Company could: confidentiality agreement, dated May 24, 2001, between Innes Street and Xxxxxx Bancorp (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Xxxxxx Bancorp agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of Innes Street and Citizens Bank. (c) If the Company hereby acknowledge transactions contemplated by this Agreement shall not be consummated, Innes Street and agree Xxxxxx Bancorp will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies other party obtained pursuant to this Agreement or obtained by Parent and preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives pursuant or agents and except to Section 6.5(a) the extent disclosure of any such information is legally required. Innes Street and Xxxxxx Bancorp shall be treated as confidential information each give prompt written notice to the other party of the Acquired Companies for purposes of the Confidentiality Agreementany contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Upon From the date hereof to the ----------------------- Effective Time, upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result the terms of COVID-19 or any COVID-19 Measuresthe Confidentiality Agreement, the Company shall (and shall cause each of its Subsidiaries to) afford Parent to the officers, employees, accountants, counsel, financing sources and other representatives of Parent’s representatives , reasonable access, during normal business hours between during the date of this Agreement and period prior to the earlier of the Acceptance Time and the date of termination of this AgreementAppointment Date, to the Acquired Companies’ (i) officersall its properties, employeesbooks, contracts, commitments and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall (and shall cause each of its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all information, including financial and operating data, other information concerning its business business, properties and personnel as Parent may reasonably request; provided. Access shall include the right to conduct such environmental studies and tests as Parent, howeverin its reasonable discretion, that shall deem appropriate, subject to any limitations of, and within the Acquired Companies rights to the Company, under the Company's leases. Prior to conducting any such studies and test, Parent shall submit to Company the names of the persons conducting the evaluations, the scope of the evaluations, and other material information concerning such studies for the Company's approval, which shall not be required to permit any inspection unreasonably withheld or other accessdelayed. After the Appointment Date, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: shall provide Parent and such persons as Parent shall designate with all such information as is in Company's possession or control and as Parent shall reasonably request, at such time as Parent shall reasonably request. Unless otherwise required by law or regulation (iincluding stock exchange rules) result in and until the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially Appointment Date, Parent and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and Purchaser will hold any such information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement (except as may be required by law or by any listing agreement with or by the listing rules of the London Stock Exchange) and, in the event this Agreement is terminated for any reason, Parent shall be furnished solely at Parent’s expensepromptly return or destroy such information in accordance with paragraph (6) of the Confidentiality Agreement. All requests for access No investigation pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company 6.6 shall affect any representation or another person designated in writing warranty made by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)parties hereunder. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Except for competitively sensitive information as to which access, use and treatment is covered by Section 5.2(c), the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of the Parent reasonable advance written noticeaccess on reasonable prior notice during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to all of its properties, offices, employees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Parent may from time to time reasonably request. The Parent and the Purchaser will make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests for data and information hereunder. No investigation pursuant to this Section 5.2(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (b) Except for competitively sensitive information as to which access, use and treatment is covered by Section 5.2(c), the Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of the Company reasonable access on reasonable prior notice during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to all of its properties, offices, employees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish promptly to the Company such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Company may from time to time reasonably request. The Company will make all reasonable efforts to minimize any disruption to the businesses of the Parent and its Subsidiaries which may result from the requests for data and information hereunder. No investigation pursuant to this Section 5.2(b) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (c) As promptly as possible following the date hereof the parties intend to establish an appropriate protocol which shall remain in place until the expiration of the applicable waiting periods under the HSR Act pursuant to which each party may disclose to a limited number of representatives of the other party confidential information which is competitively sensitive in nature. (d) The Parent and the Company will not, and subject will cause their respective officers, employees, accountants, counsel and representatives not to, use any information obtained pursuant to applicable logistical restrictions or limitations this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, pending consummation of the transactions herein contemplated, each of the Parent and the Company will keep confidential, and will cause their respective officers, employees, accountants, counsel and representatives to keep confidential, all information and documents obtained pursuant to this Section 5.2 unless such information (i) was already known to it, (ii) becomes available to it from other sources not known by it to be bound by a confidentiality obligation, (iii) is independently acquired by it as a result of COVID-19 work carried out by any of its employees or any COVID-19 Measuresrepresentatives to whom no disclosure of such information has been made, (iv) is disclosed with the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier prior written approval of the Acceptance Time and the date of other party or (v) is or becomes readily ascertainable from published information or trade sources. Upon any termination of this Agreement, each party will collect and deliver to the Acquired Companies’ (i) other party all documents obtained by it or any of its officers, employees, accountants, counsel and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure representatives then in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded their possession and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)copies thereof. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Each of PFC and the PFC Subsidiaries shall permit Sound Federal Bancorp and its representatives reasonable advance written noticeaccess to its properties, and subject shall disclose and make available to applicable logistical restrictions or limitations as a result them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of COVID-19 or PFC and its subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date committees thereof)(other than minutes of any confidential discussion of this Agreement and the earlier of the Acceptance Time transactions contemplated hereby), and the date of termination of this Agreementstockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, except as necessary to the Acquired Companies’ (i) officerspreserve any attorney/client privilege, plans affecting employees, and any other personnelbusiness activities or prospects in which Sound Federal Bancorp may have a reasonable interest. PFC and First Federal shall make their respective officers, employees and agents and authorized representatives (iiincluding counsel and independent public accountants) assets available to confer with Sound Federal Bancorp and its representatives. PFC and First Federal shall permit a representative of Sound Federal Bancorp to attend any meeting of PFC and/or First Federal's Board of Directors or the Executive Committees thereof (iii) all books and records, and, during such period, the Company provided that neither PFC nor First Federal shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit the Sound Federal Bancorp representative to remain present during any inspection or other access, or to disclose any confidential discussion of the Agreement and the transactions contemplated thereby). The parties will hold all such information delivered in confidence to the extent such disclosure required by, and in accordance with, the reasonable judgment provisions of the Company could: confidentiality agreement, dated January 11, 2000, among PFC and Sound Federal Bancorp (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Sound Federal Bancorp agrees to conduct such investigations and the Company hereby acknowledge discussions hereunder in a manner so as not to interfere unreasonably with normal operations and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf customer and employee relationships of the Acquired Companies other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, PFC and each PFC Subsidiary shall permit employees of Sound Federal Bancorp reasonable access to information relating to problem loans, loan restructurings and loan work-outs of PFC and First Federal. (d) If the transactions contemplated by this Agreement shall not be consummated, PFC and Sound Federal Bancorp will each destroy or return all documents and records obtained from the other party or its representatives during the course of its investigation and will cause all information with respect to the other party obtained pursuant to this Agreement or obtained by Parent and preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives pursuant or agents and except to Section 6.5(a) the extent disclosure of any such information is legally required. PFC and Sound Federal Bancorp shall be treated as confidential information each give prompt written notice to the other party of the Acquired Companies for purposes of the Confidentiality Agreementany contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, (a) upon reasonable prior notice, give Parent and Purchaser, their officers and a reasonable number of their employees and their authorized Representatives, reasonable access during normal business hours to the Company Agreements, contracts, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and the earlier Company Subsidiaries and their accountants and accountants' work papers and (b) furnish Parent and Purchaser on a timely basis with such financial and operating data and other information with respect to the business, properties and Company Agreements of the Acceptance Time Company and the date of termination of this Agreement, Company Subsidiaries as Parent and Purchaser may from time to time reasonably request and use its reasonable efforts to make available at all reasonable times during normal business hours to the Acquired Companies’ (i) officers, employees, accountants, counsel, financing sources and other representatives of Parent and Purchaser the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's business, properties, prospects and (iii) all books and records, and, during such periodpersonnel as Parent or Purchaser may reasonably request. The terms of the Confidentiality Agreement shall apply to any information provided to Parent or Purchaser pursuant to this Section 6.2. No investigation heretofore conducted or conducted pursuant to this Section 6.2 shall affect any representation or warranty made by the parties hereunder. Notwithstanding anything to the contrary set forth herein, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other accessprovide access to, or to disclose any information to the extent information, where such access or disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) would jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein its Subsidiaries or contravene any applicable law or contract entered into prior to the contrarydate of this Agreement (provided that, Parent and Merger Sub shall notin such circumstance, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company shall cooperate with Parent to implement a procedure to permit access to or disclosure of such information in connection with a manner that would not reasonably be expected to jeopardize the Offer, the Merger attorney/client privilege or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned contravene such applicable law or delayedcontract). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time Closing, JVCo shall use its commercially reasonable endeavours with respect to Non-Controlled JVCo Subsidiaries and the date of termination of this Agreement, its best endeavours with respect to the Acquired Companies’ all other JVCo Subsidiaries in order to: (i) officersafford Purchaser and its authorized representatives, employeesreasonable access, during ordinary working hours, to all books, records, offices and other personnelfacilities of JVCo and each JVCo Subsidiary as Purchaser may reasonably request, (ii) assets permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require (the cost of such copies to be paid by Purchaser) and (iii) all books and records, and, during furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information as Purchaser may from time to time reasonably request (the cost of furnishing such data to be paid by Purchaser). Purchaser and its authorized representatives shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of JVCo and JVCo Subsidiaries. (b) The provisions of the Confidentiality Agreements shall remain binding and in full force and effect until the Closing, concerning its business as Parent may reasonably request; provided, however, except that the Acquired Companies Confidentiality Agreements shall not be required apply to permit any inspection documents prepared in connection with or proceeding before or filed with, or other accessdisclosure made to, a court, arbitration tribunal or mediation service in accordance with Section 11.8 by any party in order to enforce its rights arising in connection with the termination of this Agreement pursuant to Section 9.2. The information contained herein, in the Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreements as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreements are incorporated herein by reference. All obligations of the Purchaser under the IP Confidentiality Agreement, other than with respect to the Swiss Information, shall terminate simultaneously with the Closing. Except as otherwise provided herein, the Shareholders shall, and shall cause JVCo, each JVCo Subsidiary and their consultants, advisors and representatives to, treat after the date hereof as strictly confidential (unless compelled to disclose any by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law) the terms of this Agreement and all nonpublic, confidential or proprietary information concerning JVCo and each JVCo Subsidiary to the same extent that the Purchaser is obligated to keep such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies information confidential under the attorney-client privilege or Confidentiality Agreement and the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Shareholders shall not, and shall cause JVCo, each JVCo Subsidiary and their respective consultants, advisors and representatives not toto use such information to the detriment of JVCo, contact any partner, licensor, licensee, customer JVCo Subsidiary or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Purchaser. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Except for competitively sensitive information and subject to applicable logistical restrictions legal and contractual restrictions, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other authorized representatives of Alcoa reasonable access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Effective Time or limitations the Termination Date, to its properties, offices, employees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish to Alcoa such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as Alcoa may from time to time reasonably request. Alcoa and Merger Sub will make all reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests for data and information hereunder. Alcoa shall afford to the officers, employees, accountants, counsel and other authorized representatives of the Company reasonable access during normal business hours upon reasonable notice, to its officers and accountants to the extent reasonably necessary in connection with the preparation of the Proxy Statement. No investigation pursuant to this Section 5.3(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access and information shall be coordinated through senior executives of the parties to be designated. (b) Alcoa will not, and will cause its officers, employees, accountants, counsel and representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Pending consummation of the transactions herein 33 42 contemplated, Alcoa will keep confidential, and will cause its officers, employees, accountants, counsel and representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to it, (ii) becomes available to it from other sources not known by it to be bound by a confidentiality obligation, (iii) is independently acquired by it as a result of COVID-19 work carried out by any of its employees or any COVID-19 Measuresrepresentatives to whom no disclosure of such information has been made, or (iv) is disclosed with the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier prior written approval of the Acceptance Time and the date of other party. Upon any termination of this Agreement, Alcoa will, upon request, collect and deliver to the Acquired Companies’ (i) Company all documents obtained by it or any of its officers, employees, accountants, counsel and other personnel, (ii) assets representatives then in their possession and (iii) all books any copies thereof. Alcoa and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies representatives shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partnerdistributors, licensorsuppliers, licensee, customer employees or supplier customers of the Company in connection with the Offer, the Merger or any in discussion of the other Transactions transactions contemplated hereby without the Company’s 's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)consent. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon From the date hereof to the Effective Time, upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall (and shall cause each of its Subsidiaries to) afford Parent to the officers, employees, accountants, counsel, financing sources (and their counsel or representatives) and other representatives of Parent’s representatives reasonable , full access, during normal business hours between during the date of this Agreement and period prior to the earlier of the Acceptance Time and the date of termination of this AgreementAppointment Date, to the Acquired Companies’ (i) officersall its properties, employeesbooks, contracts, commitments and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (and such other persons) (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all information, including financial and operating data, other information concerning its business business, properties and personnel as Parent may reasonably request; provided. Access shall include the right to conduct such studies, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment demonstrations and tests of the Company's Product Software and Other Products as Parent, in its reasonable discretion, shall deem appropriate. After the Appointment Date, the Company could: (i) result in shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of Appointment Date, Parent and the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and Purchaser will hold any such information shall be furnished solely at Parent’s expensewhich is non-public in confidence in accordance with, and will otherwise abide by, the provisions of the Confidentiality Agreement. All requests for access No investigation pursuant to this Section 6.5(a6.3(a) must be directed to the Chief Legal Officer of shall affect any representation or warranty made by the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)hereunder. (b) Prior to the Closing, the Company and its accountants, counsel, agents and other representatives shall cooperate with Parent and the Purchaser (and such other persons) by providing information about the Company hereby acknowledge which is necessary for Parent and agree the Purchaser and its accountants, agents, counsel and other representatives to continue prepare the Disclosure Documents and to be bound satisfy other reasonable requests with respect to such documents. Notwithstanding the penultimate sentence of Section 6.3(a) above, Parent and the Purchaser may disclose, or cause their representatives to disclose, and at the request of Parent or the Purchaser, the Company shall and shall cause its Subsidiaries to disclose information concerning the Company and its Subsidiaries, and their respective businesses, assets and properties, and the Transactions contemplated by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent in the Disclosure Documents and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of prospective financing sources in connection with the Acquired Companies for purposes of the Confidentiality AgreementTransactions contemplated hereby.

Access; Confidentiality. (a) Upon Seller agrees to permit Purchaser and its accountants, counsel and other authorized representatives to have, during the period from the Effective Date to the Closing Date, reasonable access to the premises, books and records relating to the Acquired Business during normal business hours. Seller agrees to make available to Purchaser upon reasonable advance written noticenotice and during normal business hours, the employees of Seller involved in the conduct of the Acquired Business, as Purchaser may reasonably request, provided that such availability shall not interfere with the normal operations of Seller. Seller shall furnish Purchaser with such financial and operational data and other information relating to the Acquired Business as Purchaser shall from time to time reasonably request, including without limitation information regarding increases in the compensation of Persons employed in the Acquired Business that are, or were, implemented in 1998, and other information regarding the compensation of such Persons (other than information regarding any transaction award related to the sale of Seller or any of its Affiliates). Except as otherwise agreed to by Seller, any information heretofore or hereafter obtained from Seller by Purchaser or its representatives shall be subject to applicable logistical restrictions or limitations as a result the terms of COVID-19 or the Confidentiality Agreement, and such information shall be held by Purchaser and its representatives in accordance with the terms of the Confidentiality Agreement; provided that after the Closing Date the Confidentiality Agreement shall not apply to any COVID-19 Measuressuch information relating solely to the Acquired Business. (b) Purchaser agrees that following the Closing Date, the Company Seller and its attorneys, accountants, officers and other representatives shall afford Parent and Parent’s representatives have reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that records of the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information Business to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded they relate to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed a period prior to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein Closing Date (and shall permit such Persons to examine and copy such books and records to the contrary, Parent and Merger Sub shall notextent requested by such party), and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier the officers and employees of the Company Acquired Business to furnish (to Seller or any of its Affiliates, or any regulator of Seller or any of its Affiliates) all information reasonably requested by, and otherwise cooperate with (including without limitation, allowing employees who wish to assist Seller or any of its Affiliates to make themselves available for trial, depositions and other litigation endeavors; provided that such assistance does not adversely affect the employee's present job responsibilities) Seller with respect to the Acquired Business or Purchased Assets, in connection with regulatory compliance, indemnification claim verification, pending or threatened litigation, financial reporting and tax matters (including financial and tax audits and tax contests) and other similar business purposes. Purchaser shall not destroy or dispose of or permit the Offer, the Merger destruction or disposition of any of the other Transactions such books and records without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)of Seller. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Seller and subject Seller Parent shall permit Purchaser and its accountants, counsel and other authorized representatives to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable accesshave, during normal business hours between the period from the date of this Agreement to the Closing Date, reasonable access to the premises, books and the earlier records of the Acceptance Time Company (other than the Excluded Business, Excluded Assets and the date of termination of this AgreementExcluded Liabilities, except to the Acquired Companiesextent reasonably necessary in connection with the parties’ (iefforts to consummate the transactions contemplated by the Ancillary Agreements) officersupon reasonable advance notice during normal business hours, employeesprovided that such access does not interfere with the normal operations of the Company. Seller and Seller Parent agree to furnish, or cause the Company to furnish, Purchaser with such financial and operational data and other personnel, (ii) information with respect to the Company’s business and assets and (iii) all books and records, and, during such period, the Company shall furnish promptly as it may from time to Parent all information, including financial and operating data, concerning its business as Parent may time reasonably request; , provided, however, that (i) the Acquired Companies auditors and outside accountants of Seller and Seller Parent shall not be required obligated to permit any inspection make work papers available unless Purchaser has signed a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors or other accessaccountants, or as applicable, (ii) neither Seller nor Seller Parent shall be obligated to disclose make any information to the extent such disclosure available that would, in the reasonable judgment of the Company could: (i) result in the disclosure of Seller or Seller Parent, violate or jeopardize any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the applicable attorney-client or other privilege or the attorney work product doctrine; any applicable contractual confidentiality obligation and (iii) violate any Law; or (iv) materially such access to data and adversely interfere with the conduct information constituting part of the Acquired Companies’ business; Excluded Business, Excluded Assets and provided further that any such access Excluded Liabilities shall be afforded limited to data and any information reasonably necessary in connection with Purchaser’s efforts to consummate the transactions contemplated by the Ancillary Agreements. Any information regarding the Company, the Business, Seller, Seller Parent or their Affiliates heretofore or hereafter obtained from the Company, Seller, Seller Parent, their Affiliates or their respective representatives by Purchaser or its representatives shall be subject to the terms of the Confidentiality Agreement, and such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing held by the Company. Notwithstanding anything herein to the contraryPurchaser, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of in accordance with the Acquired Companies for purposes terms of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon From the date hereof to the Effective Time, upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall (and shall cause each of its Subsidiaries to) afford Parent to the officers, employees, accountants, counsel, financing sources and other representatives of Parent’s representatives , reasonable access, during normal business hours between during the date of this Agreement and period prior to the earlier of the Acceptance Time and the date of termination of this AgreementAppointment Date, to the Acquired Companies’ (i) officersall its properties, employeesbooks, contracts, commitments and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all information, including financial and operating data, other information concerning its business business, properties and personnel as Parent may reasonably request; provided. Access shall include the right to conduct such environmental studies and tests as Parent, howeverin its reasonable discretion, that shall deem appropriate. After the Acquired Companies shall not be required to permit any inspection or other accessAppointment Date, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, each of Parent and Purchaser will hold and will cause all of its officers, directors, employees, financial advisors, consultants, representatives and agents (ithe "Purchaser --------- Representatives") result to hold in strict confidence all data and information obtained --------------- by them from the disclosure Company (unless such information is or becomes publicly available without the fault of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege Purchaser Representations or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct public disclosure of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information is required by law in the opinion of counsel to Parent and the Purchaser) and shall be furnished solely at Parent’s expense. All requests for access pursuant insure that the Purchaser Representatives do not disclose such information to this Section 6.5(a) must be directed to others without the Chief Legal Officer prior written consent of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier the terms of the Confidentiality Agreement shall remain in full force and effect. No investigation pursuant to this Section 6.5(a) shall affect any representation or warranty made by the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)hereunder. (b) Parent In the event of the termination of this Agreement, the Purchaser shall, and shall cause its affiliates to, return promptly every document furnished to them by the Company or any of its representatives in connection with the Transactions and any copies thereof which have been made, and shall cause the Purchaser Representatives to whom such documents were furnished promptly to return such documents an any copies thereof any of them may have made, other than documents filed with the SEC or otherwise publicly available. (c) Prior to the Closing, the Company and its accountants, counsel, agents and other representatives shall cooperate with the Purchaser by providing information about the Company which is necessary for the Purchaser and its accountants, agents, counsel and other representatives to prepare materials for inclusion or incorporation by reference in any syndication and other materials to be delivered to potential financing sources or otherwise used in connection with the Transactions (the "Disclosure Documents") and such other documents and -------------------- other reasonable requests with respect to such documents. Notwithstanding anything to the contrary in Section 6.5(a), the Purchaser may disclose, or cause its representatives to disclose, and at the request of the Purchaser, the Company shall and shall cause its Subsidiaries to disclose information concerning the Company and its Subsidiaries, and their respective businesses, assets and properties, and the Company hereby acknowledge and agree to continue to be bound transactions contemplated by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement in the Disclosure Documents and to prospective financing sources in connection with the transactions contemplated hereby; provided that the Purchaser shall insure ------- that any party receiving the Disclosure Documents or obtained by Parent and its representatives pursuant to any prospective financing sources shall comply with the terms of Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementand (b).

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Closing Date, the Shareholders shall cause the Company and the earlier of the Acceptance Time and the date of termination of this Agreementits Subsidiaries to, upon reasonable prior written notice to the Acquired Companies’ Company (i) officersgive the Purchaser and its authorized representatives access during normal business hours to its properties, employees, and other personnel, (ii) assets and (iii) all books and records, andcustomers, during such periodsuppliers, employees and others doing business with the Company, provided, that the Purchaser and its authorized representatives shall not unreasonably interfere in the business and operations of the Company shall and its Subsidiaries, and (ii) furnish promptly to Parent all information, including the Purchaser and its authorized representative with such financial and operating data, data and other information concerning its the business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment and properties of the Company could: (i) result in and the disclosure of Subsidiaries as the Purchaser may from time to time reasonably request. Notwithstanding the foregoing sentence, the Purchaser agrees that it will not prior to the Closing conduct any trade secrets of Third Parties; (ii) jeopardize protections afforded to invasive environmental investigations, study, audit or testing on any of the Acquired Companies under the attorney-client privilege properties owned or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of leased by the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)its Subsidiaries. (b) Parent The Purchaser shall hold and treat all documents and information concerning the Company furnished to the Purchaser or its respective representatives in connection with the transactions contemplated by this Agreement confidential in accordance with the Confidentiality Agreement dated March 7, 2003, between the Company (or its representative) and Purchaser (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, the Purchaser hereby acknowledge adopting and agree to continue agreeing to be bound by the Confidentiality Agreement. All information provided terms thereof. (c) The Shareholders shall use their commercially reasonable efforts to cause the Company and its Subsidiaries and their respective officers to reasonably cooperate with Purchaser in connection with the financing necessary to consummate the transactions contemplated hereby, including by or on behalf (i) providing direct contact between prospective lenders and the officers of the Acquired Companies pursuant to this Agreement or obtained by Parent Company and its representatives pursuant Subsidiaries and (ii) providing assistance in the preparation for, and participating in, meetings, due diligence sessions, road shows and similar presentations to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementand with, among others, prospective lenders, investors and rating agencies.

Access; Confidentiality. (a) Upon reasonable advance written notice, Except for competitively sensitive information and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measureslegal and contractual restrictions, the Company shall (and shall cause its Subsidiaries to) afford Parent to the Bidder's officers, employees, accountants, counsel and Parent’s other authorized representatives reasonable access, access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its properties, offices, employees, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish to the Bidder such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Bidder may from time to time reasonably request. The Bidder will make all reasonable best efforts to minimize any disruption to the businesses of the Company and the Company's Subsidiaries which may result from the requests for access, data and information hereunder. The Bidder shall afford to the Company's officers, employees, accountants, counsel and other authorized representatives reasonable access during normal business hours upon reasonable notice, to its officers, employees, and books and records to the extent reasonably necessary in connection with the preparation of the Proxy Statement. No investigation pursuant to this Section 4.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access and information shall be coordinated through designated senior executives of each of the parties. (b) The Bidder will hold all information provided under this Section 4.2 that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated February 27, 2000, between Dexter and the Bidder. Except as required by law, the Company will hold, and will cause its officers, employees, accountants, counsel and other authorized representatives to hold, confidential, all information and documents obtained pursuant to this Section 4.3 except for information (i) the Company can show by tangible evidence to have been in its possession prior to your receipt thereof from the Bidder; provided that such information is not subject to another confidentiality agreement with, or other obligation (legal, fiduciary or contractual) of secrecy to, the Bidder or another party; (ii) is as of the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, or hereafter becomes generally available to the Acquired Companies’ (i) officerspublic, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, than as a result of a disclosure by the Company shall furnish promptly to Parent all information, including financial and operating data, concerning or its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrinerepresentatives; (iii) violate was or may after the date of this Agreement be available to the Company on a non-confidential basis from a third party that is not under any Lawconfidentiality obligation (legal, fiduciary or contractual) to the Bidder regarding such information; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of is independently acquired or developed by the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective its representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or without violating any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed's obligations under this Section 4.3(b). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon During the Pre-Closing Period, Seller Parent and its Subsidiaries shall and shall cause their Representatives to, upon reasonable advance written prior notice, free of charge, give Buyer and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives its authorized Representatives reasonable access, access during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersContracts, employeesBooks and Records, analysis, projections, plans, systems, management and other personnel, Seller Parent and its Subsidiaries’ Representatives, offices and other facilities and properties, in each case to the extent related to the Business (including the Business Employees), the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Assumed Liabilities; provided that Buyer and its Representatives shall not interfere unreasonably with the business and operations of Sellers and the Transferred Group. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) jeopardize the attorney-client or other legal privilege of such Seller, (b) contravene any applicable Law (including any applicable law related to the confidentiality of individual performance or evaluation records, medical histories or other personnel-related information), or (c) give a third party the right to terminate or accelerate the rights under a Contract to which Seller Parent or any of its Subsidiaries is a party or otherwise bound; provided that in each case, Seller Parent shall: (i) give reasonable notice to Buyer of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.4, (ii) assets inform Buyer with sufficient detail of the reason for such restriction or prohibition, and (iii) all books and records, and, during cause the applicable Seller to use its reasonable best efforts to cause the documents or information that are subject to such period, the Company shall furnish promptly restriction or prohibition to Parent all informationbe provided in a manner that would not reasonably be expected to violate such restriction or prohibition, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required using reasonable best efforts to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure obtain a waiver of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege such Liability or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)third party right. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Sellers agree to permit Buyer and its Representatives to have, during the period from the date hereof to the Closing Date, reasonable access to the premises, books and records relating to the Business and to records and documentation of the ALSS Platform and other systems, during normal business hours. Sellers agree to make available to Buyer upon reasonable advance notice and during normal business hours, the employees of the Selling Companies involved in the conduct of the Business and the operation of the ALSS Platform and other systems, as Buyer may reasonably request, provided that such availability shall not unreasonably interfere with the normal operations of the Selling Companies. Sellers shall furnish Buyer with such financial and operational data and other information relating to the Business as Buyer shall from time to time reasonably request and shall reasonably cooperate with Buyer with respect to Buyer's need to plan for and coordinate the integration of the Purchased Assets and to prepare to undertake its obligations under the Ancillary Agreements. (b) Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, and other exceptions set forth in the Confidentiality Agreement, Buyer will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 5.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not known by Buyer to be bound by a confidentiality obligation, (3) is disclosed with the prior written noticeapproval of Sellers or (4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement will otherwise fail to be consummated, Buyer will promptly cause all copies of documents or extracts thereof containing information and data as to Sellers, any Selling Subsidiary or the Acquired Subsidiary to be returned to Sellers at Buyer's expense, or (at Sellers' option) confirm in writing to Sellers that they have completely destroyed all such copies, documents, extracts, information and data. (c) In addition to the confidentiality arrangements contained in this Agreement, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) will be held by Buyer in accordance with and subject to applicable logistical restrictions the terms of the Confidentiality Agreement, dated October 2, 2001, between Buyer and Parent (the "Confidentiality Agreement"). In the event of a conflict or limitations as a result inconsistency between the terms of COVID-19 or any COVID-19 Measuresthis Agreement and the Confidentiality Agreement, the Company terms of this Agreement will govern. (d) Buyer agrees that following the Closing Date, Sellers and their Representatives shall afford Parent and Parent’s representatives have reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, to the Acquired Companies’ documentation, manuals, files and other information or data of the Business to the extent they relate to the Purchased Assets or Assumed Liabilities during the period prior to the Closing Date (ibut subject to the provisions and limitations of the Intellectual Property Rights Agreement regarding access to the ALSS Platform) officers(and shall permit such Persons to examine and copy such documentation, employeesmanuals, files and other information or data to the extent reasonably requested by such party), and other personnelshall cause the officers and employees of the Business to furnish (to Sellers or any of their Affiliates, (ii) assets and (iiior any regulator of Sellers or any of their Affiliates) all books information reasonably requested by, and recordsotherwise cooperate with (including, andwithout limitation, during causing employees to assist Sellers or any of their Affiliates by requiring such periodemployees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors) Sellers or any of their Affiliates with respect to the Company shall furnish promptly to Parent all informationBusiness, Purchased Assets or Assumed Liabilities, in connection with regulatory compliance, indemnification claim verification, pending or threatened litigation, financial reporting and tax matters (including financial and operating datatax audits and tax contests) and other similar business purposes. During the period required under the longer of Buyer's record retention policy or Seller's record retention policy, concerning its business Buyer shall not destroy or dispose of or permit the destruction or disposition of any such documentation, manuals, files and other information or data except as Parent may reasonably request; providedit relates to the ALSS Platform without first offering, howeverin writing, that at least sixty (60) days prior to such destruction or disposition to surrender them to Seller. Anything foregoing to the Acquired Companies contrary not withstanding, Buyer shall not be required to permit any inspection disclose or deliver trade secrets or other confidential information regarding the ALSS Platform Software or Acquired Intellectual Property unless required by the Intellectual Property Rights Agreement or the Services Agreement or required by law or legal proceedings and under the type of protection provisions in the Intellectual Property Rights Agreement. (e) Sellers agree that following the Closing Date, Buyer and its Representatives shall have reasonable access, during normal business hours, to the books, records, documentation, manuals, files and other information or to disclose any information data of the Selling Companies to the extent they relate to the Business or Purchased Assets or Assumed Liabilities during the period prior to the Closing Date (and shall permit such disclosure in the reasonable judgment Persons to examine and copy such books, records, documentation, manuals, files and other information or data of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Selling Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing extent reasonably requested by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notsuch party), and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier the officers and employees of the Company Selling Companies to furnish (to Buyer or any of its Affiliates, or any regulator of Buyer or any of its Affiliates) all information reasonably requested by, and otherwise cooperate with (including, without limitation, causing employees to assist Buyer or any of its Affiliates by requiring such employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors) Buyer with respect to the Business, Purchased Assets or Assumed Liabilities, in connection with regulatory compliance, indemnification claim verification, pending or threatened litigation, financial reporting and tax matters (including financial and tax audits and tax contests) and other similar business purposes. During the Offerperiod required under the longer of Buyer's record retention policy or Seller's record retention policy, the Merger or any of the other Transactions without the Company’s prior written consent (which consent Sellers shall not be unreasonably withhelddestroy or dispose of or permit the destruction or disposition of any such books, conditioned records, documentation, manuals, files and other information or delayed)data without first offering, in writing, at least sixty (60) days prior to such destruction or disposition to surrender them to Buyer. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject During the period prior to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Effective Time and the date of termination of this Agreement, to the Acquired Companies’ Company shall (i) officers, employeesafford to Parent, and other personnelto Parent’s Representatives, reasonable access during normal business hours and on reasonable notice to all of its and its Subsidiaries’ properties, books and records and to those directors, officers and employees of the Company to whom Parent reasonably requests access, (ii) assets and (iii) all books and recordsfurnish, andas promptly as practicable, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, information concerning its business and its Subsidiaries’ business, properties, Contracts, assets, liabilities, personnel, books and records and financial information and other aspects of the Company and its Subsidiaries as Parent may reasonably request; provided, however(iii) reasonably cooperate with Parent and its Representatives to organize and facilitate meetings among Parent and its Representatives and the Company’s Representatives to be located at the properties, that offices or other facilities of the Acquired Companies Company and the Company Subsidiaries at such times during normal business hours as Parent may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the Company and its Subsidiaries if reasonably requested by Parent or its Representatives and (v) reasonably cooperate with Parent and Parent’s Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the Company and each Subsidiary of the Company as Parent may reasonably request. Notwithstanding the foregoing, the Company shall not be required to permit provide any inspection such access or other access, or to disclose any information to the extent such disclosure that doing so, in the reasonable judgment of the Company could: Company, would (iA) result in the disclosure cause a waiver of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the an attorney-client privilege or the loss of attorney work product doctrine; (iii) violate any Law; protection or (ivB) materially and adversely interfere with constitute a violation of any applicable Law (including Antitrust Laws) (in each case, it being agreed that the conduct Company shall give notice to Parent of the Acquired Companies’ business; and provided further fact that any it is withholding such access shall be afforded or information and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of thereafter the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, and Parent and Merger Sub shall not, and shall cause use their respective representatives reasonable best efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not to, contact any partner, licensor, licensee, customer reasonably be expected to cause such a waiver or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayedviolation). (b) Parent and All information received from the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Representatives under Section 6.5(a6.08(a) shall be treated as confidential information of the Acquired Companies for purposes of subject to the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written noticeExcept as required pursuant to any existing confidentiality agreement or obligation entered into prior to the date hereof by the Company or any Company Subsidiary in the ordinary course of business consistent with past practice (excluding, for the avoidance of doubt, confidentiality agreements entered into in connection with any Acquisition Proposal), a summary of the material terms of which the Company shall provide Parent upon any request for information by Parent that is subject to such confidentiality agreement, and subject to applicable logistical restrictions law or limitations as a result of COVID-19 or any COVID-19 Measuresdecree, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between from the date of this Agreement until the Closing, the Company shall, and shall cause the earlier of the Acceptance Time and the date of termination of this AgreementCompany Subsidiaries to, to the Acquired Companies’ (i) give Parent, its officers and a reasonable number of its employees and its authorized representatives, upon reasonable prior notice to the Company, reasonable access during normal business hours to the Company Agreements, books, records, analysis, projections, plans, personnel, offices and other facilities and properties of the Company and the Company Subsidiaries and, subject to customary reasonable request, their accountants and accountants' work papers and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business and properties and Company Agreements of the Company and the Company Subsidiaries as Parent may from time to time reasonably request and use commercial best efforts to make available at reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's business, properties, prospects and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business personnel as Parent may reasonably request. (b) With respect to the information disclosed pursuant to this Section 6.5, the parties shall comply with, and shall use commercial best efforts to cause their respective representatives to comply with, all of their obligations under the Confidentiality Agreement. (c) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to implement an interface to the Company's financial reporting system which will allow the transfer of general ledger data to Parent's financial reporting system (the "Reporting System"). Access to the Reporting System will be provided by Parent's financial reporting staff and the tasks necessary to complete the interface to the Reporting System will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that neither such installment nor the operation or use by Parent of the Reporting System shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Reporting System software to be installed on a computer in the Company's accounting department; provided, however, that the Acquired Companies information retrieved from the Company's financial reporting system will be made available only to the Office of Corporate Controller of Parent (it being represented by Parent that such Persons are not directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent); provided, further, that Parent shall not be required to permit any inspection or use such information other access, or to disclose any information to than for diligence purposes of assessing the extent such disclosure in the reasonable judgment financial condition of the Company could: and the Company Subsidiaries for purposes of the transactions contemplated by this Agreement, and shall not share, provide or sell the information for any commercial purpose (iother than the Transactions) to any third party or use the information in any manner that could reasonably be considered a restraint on competition or result in the disclosure violation of any trade secrets of Third Parties; applicable laws. (iid) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege No investigation heretofore conducted or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access conducted pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company 6.5 shall affect any representation or another person designated in writing warranty made by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)parties hereunder. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Between the date hereof and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresthe Closing, the Company Seller Parties shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersafford the Purchaser Parties and their authorized representatives full and complete access to Seller Parties' employees, employeesmedical staff, and other personnelagents and representatives and during normal working hours to all books, records, offices and other facilities of Seller Parties and shall use their best efforts to cause Sherman Oaks to afford to Purchaser Parties similar access to its pexxxxxxx and records relating to the Assets and the Business, (ii) assets permit the Purchaser Parties to make such inspections and to make copies of such books and records as they may reasonably require and (iii) all books and records, and, during furnish the Purchaser Parties with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Hospital, concerning its business the Business, the Seller Parties and their respective Subsidiaries as Parent the Purchaser Parties may from time to time reasonably request; provided, however, . The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information will minimize disruptions to the extent such disclosure in the reasonable judgment business and operations of the Company could: (i) result Seller Parties and in a manner as to maintain the disclosure confidentiality of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement. (b) Parent The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, subject to Sherman Oaks's approval, upon reasonable notice and at any time entex xxxx xxx xxxn all or any portion of the Real Property in order to investigate and assess, as the Purchaser Parties deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall use their best efforts to cause Sherman Oaks to allow the Purchaser Parties and their authorized repxxxxxxxtives full access to the Assets and the Company hereby acknowledge Business, together with full permission to conduct such investigation, and shall provide to the Purchaser Parties and their authorized representatives all information maintained by the Seller Parties and related to the condition of the Assets and the Business, including the Real Property, and all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Seller Parties or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of Confidentiality Agreement, dated May 5, 2005, (which Seller Parties agree to continue to be bound by as if they were original signatories thereto) (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement. All information provided , the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or on behalf claimed Federal income tax treatment of the Acquired Companies pursuant transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or obtained other tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by Parent and its representatives pursuant this Agreement. The preceding sentence is intended to Section 6.5(a) ensure that the transactions contemplated by this Agreement shall not be treated as confidential information having been offered under conditions of the Acquired Companies confidentiality for purposes of the Confidentiality AgreementRegulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Schedules hereto or delivered to the Purchaser Parties or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result From the date of COVID-19 or any COVID-19 Measuresthis ----------------------- Agreement until the Appointment Date, the Company shall, and shall afford Parent cause the Company Subsidiaries to, (i) give Parent, its officers and Parent’s representatives a reasonable accessnumber of its employees and its authorized representatives, reasonable access at all reasonable times during normal business hours between to the date Company Agreements, books, records, analysis, projections, plans, systems, personnel, commitments, offices and other facilities and properties of this Agreement the Company and the earlier Company Subsidiaries and their accountants and accountants' work papers and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business and properties of the Acceptance Time Company and the date of termination of this Agreement, Company Subsidiaries as Parent may from time to time reasonably request and use reasonable best efforts to make available at all reasonable times during normal business hours to the Acquired Companies’ (i) officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's business, properties, prospects and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business personnel as Parent may reasonably request. (b) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to electronically link the Company's financial reporting system to Parent's financial reporting system ("Hyperion"). Access to -------- Hyperion will be provided by Parent's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that -------- neither such installment nor the operation or use by Parent of Hyperion shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Hyperion software to be installed on a computer in the Company's accounting department; provided, however, that the Acquired Companies information -------- ------- retrieved from the Company's financial reporting system will not be made available to persons who are directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent; provided, further, -------- ------- that Parent shall not be required to permit any inspection or use such information other access, or to disclose any information to than for purposes of assessing the extent such disclosure in the reasonable judgment financial condition of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any for purposes of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to transactions contemplated by this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notAgreement, and shall cause their respective representatives not toshare, contact provide or sell the information to any partner, licensor, licensee, customer third party or supplier use the information in any manner that could reasonably be considered a restraint on competition or result in a violation of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreementapplicable Laws. All Any information provided by or on behalf of the Acquired Companies pursuant to under this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.4(c) shall be treated as confidential information of subject to the Acquired Companies for purposes terms of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of Closing, the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ Company shall (i) officersafford Optionee and its authorized representatives full and complete access during normal working hours to all books, employeesrecords, offices and other personnelfacilities of the Company and each Company Subsidiary, including employees, (ii) assets permit Optionee to make such inspections and to make copies of such books and records as it may reasonably require and (iii) furnish Optionee with such financial and operating data and other information as Optionee may from time to time reasonably request. Optionee and its authorized representatives shall conduct all books such inspections in a manner that will minimize disruptions to the business and recordsoperations of the Company and the Company Subsidiaries. (b) Optionee and its authorized representatives (including its designated engineers or consultants) may at any time during normal business hours, upon reasonable advance notice, enter into and upon all or any portion of the Company’s or any Company Subsidiary’s properties (including all Real Property and all real estate which is the subject of a Lease) in order to investigate and assess, as Optionee deems necessary or appropriate in its sole and absolute discretion, the environmental condition of such properties or the business conducted thereat. The Company shall, and shall cause the Company Subsidiaries to, cooperate with Optionee and its authorized representatives in conducting such investigation, shall allow Optionee and its authorized representatives full access during normal business hours, upon reasonable advance notice, to their properties and businesses, together with full permission to conduct such investigation, and shall provide to Optionee and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Company or any Company Subsidiary or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of their properties and businesses. (c) Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, during such periodif the transactions contemplated hereby are not consummated, each party will return to the Company shall furnish promptly to Parent other party all information, including financial copies of nonpublic documents and operating data, concerning its business as Parent may reasonably requestmaterials which have been furnished in connection therewith; provided, however, that the Acquired Companies Optionors shall not be required to permit return any inspection documents or materials to the Company if the transactions contemplated hereby are not consummated. Such documents, materials and information shall not be communicated to any third Person (other accessthan, in the case of the Optionee, the Company and the Optionors, their respective counsel, accountants, financial advisors or to lenders). No party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Option Shares and consummating the Transactions; provided, however, that after the Closing, Optionee may use or disclose any confidential information reasonably related to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer business of the Company or another person designated the Company Subsidiaries. The obligation of each party to treat such documents, materials and other information in writing by confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the Company. Notwithstanding anything herein other party not in breach of an obligation of confidentiality, (ii) is or becomes available to the contrarypublic other than as a result of disclosure by such party or its agents, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (biii) Parent and the Company hereby acknowledge and agree to continue is required to be bound by disclosed under applicable law or judicial process, but only to the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall extent it must be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementdisclosed.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, Seller shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between from the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, hereof to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives, employeesupon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other personnelfacilities and properties of the Company and its Subsidiaries, (ii) assets permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request and (iii) all books and records, and, during such period, cause the officers of the Company shall and its Subsidiaries to furnish promptly to Parent all information, including Purchaser with such unaudited financial and operating data, concerning its data and other information with respect to the business and properties of the Company as Parent is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the Acquired Companies supervision of Seller's or the Company's personnel and in such a manner as not to interfere unreasonably with the normal operations of the business of Seller or the Company. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed prior to the date hereof, none of the Company, any Company Subsidiary, Seller or any Affiliate of Seller shall not be required have any obligation to permit any inspection make available to Purchaser or other accessits representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, and nothing herein shall require either Seller or the Company to disclose any information to the extent Purchaser if such disclosure would in the Seller's reasonable judgment of the Company could: discretion (i) result in the disclosure of jeopardize any trade secrets of Third Parties; attorney-client or other legal privilege or (ii) jeopardize protections afforded contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of which Seller, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier Affiliate of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayedeither is a party). (b) Parent The Confidentiality Agreement shall be binding on the parties hereto and in full force and effect until the Company hereby acknowledge and agree to continue to be bound by second anniversary of the Closing Date, provided that the Confidentiality Agreement, dated January 20, 2003, shall terminate at the Closing only with respect to information relating solely to the Company and/or one or more Company Subsidiaries and/or Minority Subsidiaries except that, with respect to any information relating to any Carve-out Subsidiary, such Confidentiality Agreement shall terminate with respect to information concerning such Carve-out Subsidiary on the Secondary Closing applicable to such Carve-out Subsidiary. All The information provided by contained herein, in the Seller Disclosure Schedule or on behalf of the Acquired Companies pursuant delivered to this Agreement Purchaser or obtained by Parent and its authorized representatives pursuant to Section 6.5(a) hereto shall be treated as confidential information of the Acquired Companies deemed, for purposes of the Confidentiality Agreement, dated January 20, 2003 only, to be Evaluation Material (as defined and subject to the exceptions contained in such Confidentiality Agreement) until the Closing; provided, however, that, subject to Section 5.19 (Purchaser Circular), Purchaser may make disclosures of material Evaluation Material (after prior consultation with Seller with respect to such disclosure of material Evaluation Material) as Purchaser, in its reasonable judgment, deems necessary in (i) filings with Governmental Entities, (ii) the Purchaser Circular and (iii) presentations to funding sources and in individual meetings with Purchaser's shareholders. Purchaser and Seller acknowledge that, for purposes of the Confidentiality Agreement dated April 21, 2003, the term "Evaluation Material" shall be deemed to include material non-public information about the Company and the Company Subsidiaries, as well as trade secrets and proprietary information of the Company and the Company Subsidiaries. Notwithstanding anything in the Confidentiality Agreement to the contrary, either party may disclose information to the extent such party, in its reasonable judgment, deems such disclosure to be required by applicable securities laws or stock exchange rules.

Access; Confidentiality. (a) Upon From the date hereof until the earlier of (i) termination of this Agreement and (ii) the Closing, Sellers will, (w) upon reasonable advance written notice, give Purchaser and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresits employees, the Company shall afford Parent accountants, financial advisors, counsel and Parent’s other representatives reasonable access, access during normal business hours between to the date offices, properties, books and records of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, Sellers relating to the Acquired Companies’ Assets, the Assumed Liabilities, and the Business; (ix) officersfurnish to Purchaser such financial and operating data and other information relating to the Acquired Assets, the Assumed Liabilities, and the Business and the financial condition, prospects and corporate affairs of Sellers as may be reasonably requested; and (y) instruct the executive officers and senior business managers, employees, counsel, auditors and financial advisors of Sellers to cooperate with Purchaser’s employees, accountants, counsel and other personnel, representatives; provided (iiA) assets all activities covered by this Section 6.2(a) shall be at the sole cost and expense of Purchaser and (iiiB) all books and records, and, during that any such period, the Company activities pursuant to this provision shall furnish promptly be conducted in such manner as not to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere unreasonably with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer business of the Company or another person designated in writing by the CompanySellers. Notwithstanding anything herein to the contrary, Parent no such investigation or examination shall be permitted to the extent that it would require Sellers to disclose information, (i) subject to attorney-client privilege, (ii) in violation of any competition or anti-trust laws, (iii) that conflicts with any confidentiality obligations to which Sellers are bound or (iv) that pertains to the Bankruptcy Cases and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier to matters in which the interests of the Company in connection with the Offer, the Merger Sellers or any of their Affiliates, on the one hand, are adverse to the interests of Purchaser or any of its Affiliates, on the other Transactions without the Company’s prior written consent hand (which consent shall not be unreasonably withheld, conditioned or delayedas determined by Sellers in their reasonable discretion). (b) Parent Purchaser shall cooperate with Sellers and the Company hereby acknowledge make available to Sellers such documents, books, records or information Transferred to Purchaser and agree relating to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf activities of the Acquired Companies Business prior to the Closing as Sellers may reasonably require after the Funding in connection with any Tax determination or contractual obligations to Third Parties or to defend or prepare for the defense of any claim against Sellers or to prosecute or prepare for the prosecution of claims against Third Parties by Sellers relating to the conduct of the Business by Sellers prior to the Closing or in connection with any governmental investigation of Sellers or any of its Affiliates; provided that any such activities pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) provision shall be treated at the sole cost and expense of Sellers and shall be conducted in such manner as confidential information not to interfere unreasonably with the conduct of the Acquired Companies for purposes business of Purchaser. (c) No party shall destroy any files or records which are subject to this Section 6.2 without giving reasonable notice to the Confidentiality Agreementother parties, and within 15 days of receipt of such notice, any such other party may cause to be delivered to it the records intended to be destroyed, at such other party’s expense.

Access; Confidentiality. (a) Upon reasonable advance written notice, Subject to the terms and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination conditions of this Agreement, applicable Law and the terms of the Confidentiality Agreement, Seller shall cause the Companies prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives, employeesupon reasonable advance notice and during regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, including those entered into between the Companies and I/O Distributors, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other personnelfacilities and properties of the Companies and the Companies’ Subsidiaries (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) assets permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request, and (iii) all books cause the officers of the Companies and records, and, during the Companies’ Subsidiaries to furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including unaudited financial and operating data, concerning its data and other information that relates to the business and properties of the Business as Parent is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, under the Acquired Companies supervision of Seller’s or the Companies’ personnel, shall not include sampling of building materials or environmental media without the prior written consent of Seller and shall be required conducted in such a manner as to maintain the confidentiality of this Agreement and the Closing Transactions and not to interfere with the normal operations of the business of Seller or the Companies. The Parties shall take all actions necessary to permit any inspection or other access, or access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to disclose any result in (A) disclosure of competitively sensitive information to the extent such disclosure Purchaser or any of its representatives in the reasonable judgment of the Company could: (i) a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if the Closing were not to occur, (B) the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to third parties or a violation of any of the Acquired obligations of the Companies under or the Companies’ Affiliates with respect to confidentiality (provided that the Seller shall use its reasonable efforts (which shall not require the payment of any money or the incurrence of any Liability) to obtain the consent of such third party to such inspection or disclosure), or (C) the loss of attorney-client privilege or with respect to such information (provided that Seller will limit access to the attorney work product doctrine; (iii) violate any Law; or (iv) materially minimum extent required to maintain such privilege). By way of example and adversely interfere with not limitation, Seller and its Affiliates shall provide access to Collective Bargaining Agreements, distribution Contracts, including those entered into between the conduct of Companies and I/O Distributors, and I/O Distributor and other wage/hour litigation to the Acquired Companies’ business; fullest extent possible and, if access to such documents is required to be limited pursuant to the immediately preceding sentence, Seller and provided further that any its Affiliates shall used their reasonable best efforts to limit such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of least extent possible to comply the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)immediately preceding sentence. (b) Parent The Confidentiality Agreement shall be binding on the Parties and in full force and effect until the Closing, at which time it shall terminate only with respect to information relating solely to the Companies and the Company hereby acknowledge Companies’ Subsidiaries. The information contained herein, in the Schedules or delivered to Purchaser or its authorized representatives pursuant hereto and agree to continue the terms and existence of this Agreement and the status of the Closing Transactions shall be deemed to be bound by Proprietary Information (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. All information provided If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms, notwithstanding such termination. (c) With respect to the representations made by or on behalf Seller in Section 4.15 (Employee Benefit Plans) as of the Acquired date hereof, in the event that Seller obtains Knowledge of facts and circumstances that arise after the date hereof and prior to the Closing, which would cause one or more of Seller’s representations to be materially inaccurate if made as of the Closing Date, Seller shall, or shall cause the Companies pursuant or the Companies’ Subsidiaries, to use commercially reasonable efforts to provide Purchaser with information regarding such change in facts and circumstances. For the avoidance of doubt, the breach of, or noncompliance with, the covenants and obligations set forth in this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.2(c) shall not be treated as confidential information of the Acquired Companies considered (i) for purposes of determining whether the Confidentiality Agreementcondition set forth in Section 9.2(a) (Additional Conditions to Obligations of Purchaser to Effect the Closing) shall have been satisfied or (ii) for purposes of Section 11.2(a) (Indemnification by Seller).

Access; Confidentiality. (a) Upon reasonable advance written notice, Subject to the terms and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination conditions of this Agreement, applicable Law and the terms of the Confidentiality Agreement, Seller shall cause the Company prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives, employeesupon reasonable advance notice and during regular business hours, reasonable access to all Collective Bargaining Agreements, all distribution Contracts, documentation surrounding pending litigation, books, records, personnel and personnel records, officers and other personnelfacilities and properties of the Company (for purposes of coordinating post-Closing transfer of such items, transition planning and other matters), (ii) assets permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request, and (iii) all books and records, and, during such period, cause the officers of the Company shall to furnish promptly to Parent all information, including Purchaser with such unaudited financial and operating data, concerning its data and other information that relates to the business and properties of the Business as Parent is regularly prepared in the ordinary course that Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser’s expense, at a reasonable time, and under the Acquired Companies supervision of Seller’s or the Company’s personnel and shall not be required include sampling of building materials or environmental media, Phase I environmental site assessments, Phase II environmental site assessments, or environmental compliance audits. The Parties shall take all actions necessary to permit any inspection or other access, or access by Purchaser and its representatives under this Section 6.2(a) unless such access would reasonably be expected to disclose any result in (A) disclosure of competitively sensitive information to the extent such disclosure Purchaser or any of its representatives in the reasonable judgment of the Company could: (i) a manner that would reasonably be expected to result in competitive harm to Seller or any of its Affiliates if the Closing were not to occur, (B) the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to third parties or a violation of any of the Acquired Companies under obligations of the Company or the Company’s Affiliates with respect to confidentiality (provided that Seller shall use its reasonable efforts (which shall not require the payment of any money or the incurrence of any Liability) to obtain the consent of such third party to such inspection or disclosure), or (C) the loss of attorney-client privilege or with respect to such information (provided that Seller will limit access to the attorney work product doctrine; (iii) violate any Law; or (iv) materially minimum extent required to maintain such privilege). By way of example and adversely interfere not limitation, Seller and its Affiliates shall provide access to Collective Bargaining Agreements, distribution Contracts, and, if access to such documents is required to be limited pursuant to the immediately preceding sentence, Seller and its Affiliates shall use their reasonable best efforts to limit such access to the least extent possible to comply with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)immediately preceding sentence. (b) Parent The Confidentiality Agreement shall be binding on the Parties and in full force and effect until the Closing, at which time it shall terminate only with respect to information relating solely to the Company and shall, in any event, otherwise survive the Closing in accordance with its terms, (including with respect to the non-solicitation provisions included therein). The information contained herein, in the Schedules or delivered to Purchaser or its authorized representatives pursuant hereto and the Company hereby acknowledge terms and agree to continue existence of this Agreement and the status of the Transaction shall be deemed to be bound by Evaluation Material (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. All information provided by or on behalf If for any reason this Agreement is terminated prior to the Closing Date, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms, notwithstanding such termination. (c) With respect to any of the Acquired Companies pursuant representations made by Seller in Article III or Article IV as of the date hereof, in the event that Seller obtains Knowledge of facts and circumstances that arise after the date hereof and prior to the Closing, which would cause one or more of Seller’s representations to be materially inaccurate if made as of the Closing Date, Seller shall, or shall cause the Company to, use commercially reasonable efforts to provide Purchaser with information regarding such change in facts and circumstances. For the avoidance of doubt, the breach of, or noncompliance with, the covenants and obligations set forth in this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.2(c) shall not be treated as confidential information of the Acquired Companies considered (i) for purposes of determining whether the Confidentiality Agreementcondition set forth in Section 9.2(a) (Additional Conditions to Obligations of Purchaser to Effect the Closing) shall have been satisfied or (ii) for purposes of Section 11.2(a) (Indemnification by Seller).

Access; Confidentiality. (a) Upon Between the date hereof until the expiration of the Commitment Period (it being understood that the access provisions hereof shall no longer remain effective with respect to Assets and Unrelated Sellers for which an Applicable Closing shall have occurred), each existing Adeptus Party shall (A) afford MPT and its authorized representatives reasonable advance written noticeaccess to such Adeptus Parties and to all books, records, offices and other facilities of such Adeptus Parties; (B) permit MPT and its authorized representatives to make such inspections and to make copies of such books and records as they may reasonably require, in each case subject to compliance with applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent confidentiality requirements; (C) furnish MPT and Parent’s its authorized representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Real Properties, concerning its business the Business, and such Adeptus Parties as Parent the MPT Parties may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required and (D) use their commercially reasonable efforts to cause all Unrelated Sellers to permit the existing MPT Parties and their authorized representatives (including their designated engineers, architects, surveyors and/or consultants), upon reasonable notice to enter into and upon all or any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment portion of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under Real Properties in order to investigate and assess, as such MPT Parties deem necessary or appropriate in their sole and absolute discretion, the attorney-client privilege or Real Properties and to complete their due diligence review with respect to the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct satisfaction all of the Acquired Companies’ business; and provided further that any such access conditions set forth in Section 7.2. The existing Adeptus Parties shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcooperate, and shall use commercially reasonable efforts to cause their respective representatives not tothe Unrelated Sellers to cooperate, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offerexisting MPT Parties and their authorized representatives in conducting such investigations, and shall provide (or use commercially reasonable efforts to cause the Merger Unrelated Sellers to provide) to such MPT Parties and their authorized representatives all information maintained by such Adeptus Parties or provided by the Unrelated Sellers to such Adeptus Parties and related to their due diligence review and other matters referenced above. MPT shall indemnify, defend and hold harmless the existing Adeptus Parties from and against all demands, claims, losses, damages, costs and expenses asserted against or incurred by such Adeptus Parties or any of them arising out of or resulting from any physical damage to the other Transactions without applicable Real Properties caused by any of the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned MPT Parties’ or delayed)their respective consultants’ or agents’ inspections thereof. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf Notwithstanding any provision of the Acquired Companies pursuant 2013 Master Funding Agreement to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes contrary, the provisions of the Confidentiality Agreement dated as of July 13, 2012 (the "Confidentiality Agreement.") shall remain binding and in full force and effect until the Completion of the Real Property that is the subject of the Final Closing. The information contained herein, in the Schedules or delivered to MPT or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions 23

Access; Confidentiality. ARC will provide AMH and its employees, accountants, counsel and other authorized representatives, during the period from the date hereof until the Closing (a) Upon or any Partial Deferred Closing), with reasonable access to the premises, employees, books and records and properties of ARC and each Subject Company upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, notice during normal business hours between hours, provided that such access does not interfere with the date normal operations of this Agreement ARC and the earlier Subject Companies. ARC will, and will cause each Subject Company to, furnish AMH with such financial and operational data and other information with respect to their respective businesses and properties as AMH may from time to time reasonably request. Any information concerning ARC and the Subject Companies obtained by AMH or its representatives pursuant to this Section 4.2 shall be subject to the terms of the Acceptance Time Confidentiality Agreement, and such information shall be held by AMH and its representatives in accordance with the terms of the Confidentiality Agreement. Notwithstanding the obligations contained in this Section 4.2, ARC and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Subject Companies shall not be required to permit any inspection or other access, provide access to or to disclose any information to the extent where such access or disclosure in the reasonable judgment of the Company could: (i) would result in the loss of any attorney-client privileges or protections or contravene any Applicable Law or binding agreement in effect; provided, that the parties hereto shall cooperate in seeking and use reasonable best efforts to find a way to allow disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to such information in a manner that does not result in any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Companyforegoing consequences. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, Parent and Merger Sub shall notneither AMH’s review of any matters related to the transactions contemplated by this Agreement, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier including the review of the Company in connection with the Offer, the Merger business or financial and other conditions of ARC or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound Subject Companies conducted by the Confidentiality Agreement. All information provided officers, employees, accountants, counsel and other authorized representatives or agents of AMH or its Affiliates, nor the knowledge of AMH or any of its Affiliates with respect to any such matters, whether or not resulting from any such review, whether prior to or after the date hereof, shall affect (a) the representations and warranties made by ARC in or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent (b) the remedies of AMH for breaches of such representations and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementwarranties.

Access; Confidentiality. (a) Upon Through the Closing Date, each party hereto shall afford to the other, including its authorized agents and representatives, reasonable advance written access to its and its Subsidiaries’ businesses, properties, assets, books and records and personnel, at reasonable hours and after reasonable notice; and the officers of each party shall furnish the other party making such investigation, including its authorized agents and representatives, with such financial and operating data and other information with respect to such businesses, properties, assets, books and records and personnel as the party making such investigation, or its authorized agents and representatives, shall from time to time reasonably request. (b) Each party hereto agrees that it, and subject its authorized agents and representatives, will conduct such investigation and discussions hereunder in a confidential manner and otherwise in a manner so as not to applicable logistical restrictions interfere unreasonably with the other party’s normal operations and customer and employee relationships. Neither WFB, HNC, nor any of their respective Subsidiaries, shall be required to provide access to or limitations as a result disclose information where such access or disclosure would violate or prejudice the rights of COVID-19 customers, jeopardize any attorney-client privilege or similar privilege with respect to such information or contravene any COVID-19 Measureslaw, rule, regulation, decree, order, fiduciary duty or agreement entered into prior to the date hereof. (c) All information furnished to HNC or WFB by the other in connection with the Contemplated Transactions, whether prior to the date of this Agreement or subsequent hereto, shall be held in confidence to the extent required by, and in accordance with, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours Confidentiality Agreement. (d) During the period between the date of this Agreement and the earlier Closing Date, WFB and WFB Bank will notify HNC of all regular and special meetings of the Acceptance Time boards of directors, and the date executive and audit committees of termination of this Agreement, to the Acquired Companies’ (i) officers, employeesWFB and WFB Bank, and other personnelHNC or its representative will be permitted to attend all such meetings in person or by telephone, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information except to the extent the exclusion of HNC and its representatives may be required for the board of directors to exercise its duty under Pennsylvania law or otherwise as required under applicable law. In the event that HNC or its representative is unable to attend such disclosure in the reasonable judgment meetings, WFB or WFB Bank shall advise HNC of the Company could: (i) result in matters conducted at such meeting as soon as practical. Notwithstanding the disclosure foregoing, all board of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege directors discussions and action concerning this Agreement or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall Merger may be afforded and any such information shall be furnished solely held at ParentWFB’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated discretion in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)a confidential session. (be) Parent As soon as reasonably available but in no event more than three business days after filing, WFB will deliver to HNC each material report, financial or otherwise, filed by it or WFB Bank with any Regulatory Authority. (f) Within two business days after their preparation, WFB will deliver to HNC the unaudited consolidated balance sheet and unaudited consolidated statement of operations of WFB for the Company hereby acknowledge immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and agree subject to continue year end audit and adjustment or as otherwise noted therein. (g) Within two business days after their preparation, HNC will deliver to be bound by WFB the Confidentiality Agreement. All information provided by unaudited consolidated balance sheet and unaudited consolidated statement of operations of HNC for the immediately preceding month prepared in accordance with GAAP except for the absence of footnotes and subject to year end audit and adjustment or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementotherwise noted therein.

Access; Confidentiality. (a) Upon Pulaski shall permit Kearny and its representatives reasonable advance written noticeaccess to its properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of Pulaski, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) (other than minutes of any confidential discussion of this Agreement and the transactions contemplated hereby), and subject stockholders, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Kearny may have a reasonable interest (provided that Pulaski shall not be required to applicable logistical restrictions or limitations as a result of COVID-19 provide access to any information that would violate their attorney-client privilege or any COVID-19 Measuresemployee or customer privacy policies, the Company laws or regulations). Pulaski shall afford Parent make its respective officers, employees and Parent’s agents and authorized representatives reasonable access(including counsel and independent public accountants) available to confer with Kearny and its representatives. Pulaski Savings shall provide in a timely manner to Bank's officer in charge of retail banking copies of current rate sheets for all deposit and loan products. Pulaski shall permit Kearny, during normal business hours between at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any physical location owned or occupied by Pulaski, provided that such audit is contracted for within forty-five days of the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) commenced as soon as practicable thereafter. The parties will hold all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information delivered in confidence to the extent such disclosure required by, and in accordance with, the reasonable judgment provisions of the Company could: November 2001 confidentiality agreement between Pulaski and Kearny (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Kearny agrees to conduct such investigations and the Company hereby acknowledge discussions hereunder in a manner so as not to interfere unreasonably with normal operations and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf customer and employee relationships of the Acquired Companies pursuant other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement or obtained by Parent through the Closing Date, Pulaski shall permit employees of Bank access to information relating to problem loans, loan restructurings and its representatives pursuant to Section 6.5(a) shall be treated as confidential information loan work-outs of the Acquired Companies for purposes of the Confidentiality AgreementPulaski Savings.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier protections of the Acceptance Time and the date of termination of this Confidentiality Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notSellers shall, and shall cause Company to, provide Buyer, its authorized Representatives and its prospective sources of financing, through their respective representatives not toRepresentatives, contact reasonable access during regular business hours and upon reasonable notice to the assets, properties, contracts, commitments, books and records of Company for the purpose of making such investigations concerning the affairs of Company as Buyer may desire, and Sellers will furnish Buyer such information as Buyer may from time to time reasonably request for such purpose. Sellers shall cause the officers and employees of Company to assist Buyer in making any partnersuch investigation and will cause the counsel, licensoraccountants, licensee, customer or supplier consultants and other non-employee Representatives of Company to be reasonably available to Buyer for such purposes. Without limitation of the foregoing, Sellers will cause Company in connection with the Offerto (i) permit interviews of Company’s key employees, the Merger or any including each of the employees listed on Schedule K (the “Key Employees”), and such other Transactions without the employees as Buyer reasonably requests and (ii) permit Buyer to conduct an on-site due diligence investigation of each of Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Facilities. (b) Parent and Within seven (7) business days after the end of each calendar month ending during the period from the date hereof through the Closing Date, Sellers shall or shall cause Company hereby acknowledge and agree to continue furnish to be bound by the Confidentiality Agreement. All information provided by or on behalf Buyer an unaudited monthly balance sheet of Company as of the Acquired Companies end of the month then ended and related statements of income, changes in member’s capital and cash flows for such month and for the period from January 1, 2012 through the end of such month (the “Interim Financials”). Each of the Interim Financials (A) shall be prepared in accordance with GAAP, (B) shall be consistent with Company’s books and records and (C) shall fairly and accurately presents the financial position of Company in all material respects at the dates indicated therein and its results of operations, cashflows and changes in financial position for the periods set forth therein. (c) Upon Buyer’s request, Sellers shall cause Company to perform a physical inventory of Inventory on a date prior to Closing determined by Buyer (in Buyer’s sole discretion) and permit Buyer and/or one or more of Buyer’s Representatives and its prospective sources of financing, through their respective Representatives to observe the taking of such physical inventory. Sellers shall cause Company to provide as promptly as practicable after the completion of such physical inventory to Buyer a true and complete report of the result of such physical inventory. (d) Pending the Closing, all information and documents obtained by Buyer and its Representatives pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) 5.2 shall be treated as confidential information of subject to the Acquired Companies for purposes terms and conditions of the Confidentiality Agreement, dated January 23, 2012, between Company and Buyer (the “Confidentiality Agreement”).

Access; Confidentiality. (a) Upon reasonable advance written noticeThrough the Closing Date, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company each party hereto shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companiesother, including its authorized agents and representatives, reasonable access to its and its Subsidiaries’ (i) officersbusinesses, employeesproperties, and other personnelassets, (ii) assets and (iii) all books and records, andand personnel, during such period, at reasonable hours and after reasonable notice; and the Company officers of each party shall furnish promptly to Parent all informationthe other party making such investigation, including its authorized agents and representatives, with such financial and operating datadata and other information with respect to such businesses, concerning properties, assets, books and records, and personnel as the party making such investigation, or its business as Parent may authorized agents and representatives, shall from time to time reasonably request; provided. Each party hereto agrees that it, howeverand its authorized agents and representatives, that will conduct such investigation and discussions hereunder in a confidential manner and otherwise in a manner so as not to interfere unreasonably with the Acquired Companies other party’s normal operations and customer and employee relationships. Notwithstanding the foregoing, neither HBI nor PBI shall not be required to permit any inspection or other access, provide access to or to disclose any information to where such access or disclosure would violate the extent rights of such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) entity’s customers, jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that entity in possession or control of such information, or contravene any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the Chief Legal Officer date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)previous sentence apply. (b) Parent PBI and the Company hereby acknowledge HBI each agree that they will not, and agree to continue to be bound by the Confidentiality Agreement. All will cause their representatives not to, use any information provided by or on behalf of the Acquired Companies obtained pursuant to this Agreement or Section 5.3 (as well as any other information obtained by Parent prior to the date hereof in connection with entering into this Agreement) for any purpose unrelated to the consummation of the Contemplated Transactions. PBI and its representatives HBI shall hold all information obtained pursuant to this Section 6.5(a5.3 (as well as any other information obtained prior to the date hereof in connection with entering into this Agreement) shall be treated as confidential information of in confidence to the Acquired Companies for purposes extent required by, and in accordance with, the provisions of the Confidentiality Agreement, which is incorporated herein by reference. The parties hereto agree that such Confidentiality Agreement shall continue in accordance with its terms, notwithstanding the termination of this Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Between the date hereof and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresthe Closing, the Company Seller Parties shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersafford the Purchaser Parties and their authorized representatives full and complete access to Seller Parties' employees, employeesmedical staff, and other personnelagents and representatives and during normal working hours to all books, records, offices and other facilities of Seller Parties and shall use their best efforts to cause Ocadian to afford to Purchaser Parties similar access to its personnel and records relating to the Assets and the Business, (ii) assets permit the Purchaser Parties to make such inspections and to make copies of such books and records as they may reasonably require and (iii) all books and records, and, during furnish the Purchaser Parties with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Hospital, concerning the Business, Vibra, its business Subsidiaries and Vibra Sub as Parent the Purchaser Parties may from time to time reasonably request; provided, however, . The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information will minimize disruptions to the extent such disclosure in the reasonable judgment business and operations of the Company could: (i) result Seller Parties and in a manner as to maintain the disclosure confidentiality of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement. (b) Parent The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, subject to Ocadian's approval, upon reasonable notice and at any time enter into and upon all or any portion of the Real Property in order to investigate and assess, as the Purchaser Parties deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall use their best efforts to cause Ocadian to allow the Purchaser Parties and their authorized representatives full access to the Assets and the Company hereby acknowledge Business, together with full permission to conduct such investigation, and agree shall provide to continue to be bound the Purchaser Parties and their authorized representatives all information maintained by the Confidentiality Agreement. All information provided Seller Parties and related to the condition of the Assets and the Business, including the Real Property, and all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Seller Parties or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of Confidentiality Agreement currently in effect among the parties (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the Acquired Companies pursuant transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or obtained other tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by Parent and its representatives pursuant this Agreement. The preceding sentence is intended to Section 6.5(a) ensure that the transactions contemplated by this Agreement shall not be treated as confidential information having been offered under conditions of the Acquired Companies confidentiality for purposes of the Confidentiality AgreementRegulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Schedules hereto or delivered to the Purchaser Parties or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject Prior to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresthe Closing, the Company shall afford Parent (i) give Purchaser and Parent’s representatives its authorized Representatives reasonable access, access during normal regular business hours between to all books, records, personnel, offices and other facilities and properties of the date of this Agreement Company and the earlier of the Acceptance Time Company Subsidiaries and the date of termination of this Agreementshall direct its auditors to give Purchaser access to all audit work papers, to the Acquired Companies’ (i) officersextent reasonably obtainable, employees, and other personnelsubject to the terms of any reasonable access restrictions required by such auditors as a condition to receipt of such work papers, (ii) assets permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) all books and records, and, during such period, cause the officers of the Company shall to furnish promptly to Parent all information, including Purchaser with such financial and operating data, concerning its data and other information 26 with respect to the business and properties of the Company and the Company Subsidiaries as Parent Purchaser may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely conducted at Parent’s Purchaser's expense. All requests for access pursuant to this Section 6.5(a) must be directed to , at a reasonable time, under the Chief Legal Officer supervision of the Company or another person designated Company's personnel and in writing by such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to interfere with the normal operation of the business of the Company. Notwithstanding anything herein contained in this or any other agreement between Purchaser and the Company executed prior to the contrarydate hereof, Parent and Merger Sub shall notnone of the Company, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer Company Subsidiary or supplier any Affiliate of the Company in connection with the Offeror any Company Subsidiary or any Stockholder or any Affiliate of any Stockholder shall have any obligation to make available to Purchaser or its representatives, the Merger or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by any Stockholder or any of their Affiliates (other than the other Transactions without Company and the Company Subsidiaries) or predecessors, or any related material, and nothing herein shall require the Company to disclose any information to Purchaser if such disclosure would in the Company’s 's good faith judgment (i) include individual customer or per unit pricing data, (ii) jeopardize any attorney-client or other legal privilege, or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior written consent to the date of this Agreement (including any confidentiality agreement to which consent shall not be unreasonably withheldany Stockholder, conditioned the Company or delayedany Company Subsidiary is a party). (b) Parent The provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, in the Company hereby acknowledge and agree Disclosure Schedule or delivered to continue Purchaser, Sub or their authorized Representatives pursuant hereto shall be deemed to be bound by Confidential Information (as defined and subject to the exceptions contained in the Confidentiality Agreement). All information Except as otherwise provided by or on behalf in Section 5.3 and this Section 5.2, each of Purchaser and Sub shall cause its Representatives to treat the Acquired Companies pursuant to terms of this Agreement after the date hereof as strictly confidential (unless compelled to disclose by judicial or obtained administrative process or, in the opinion of legal counsel, by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information other requirements of the Acquired Companies for purposes of the Confidentiality AgreementLaw).

Access; Confidentiality. (a) Upon reasonable advance written notice, Ridgewood shall permit Provident and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s its representatives reasonable accessaccess to its properties and make available to them all books, during normal business hours between papers and records relating to the date assets, properties, operations, obligations and liabilities of Ridgewood, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) (other than minutes of any confidential discussion of this Agreement and the earlier of the Acceptance Time transactions contemplated hereby), and the date of termination of this Agreementstockholders, to the Acquired Companies’ (i) officersorganizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other personnel, business activities or prospects in which Provident may have a reasonable interest (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, provided that the Acquired Companies Ridgewood shall not be required to permit any inspection or other access, or provide access to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the that would violate their attorney-client privilege or the attorney work product doctrine; any employee or customer privacy policies, laws or regulations). Ridgewood shall make its respective officers, employees and agents and authorized representatives (iiiincluding counsel and independent public accountants) violate available to confer with Provident and its representatives. Ridgewood Savings shall provide in a timely manner to Provident's officer in charge of retail banking copies of current rate sheets for all deposit and loan products. Ridgewood shall permit Provident, at its expense, to cause a "phase I environmental audit" and a "phase II environmental audit" to be performed at any Law; physical location owned or (iv) materially and adversely interfere with the conduct occupied by Ridgewood, provided that such audit is contracted for within forty-five days of the Acquired Companies’ business; date of this agreement and provided further that any such access shall be afforded and any commenced as soon as practicable thereafter. The parties will hold all such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed delivered in confidence to the Chief Legal Officer extent required by, and in accordance with, the provisions of the Company or another person designated in writing by confidentiality agreement, dated June 29, 2000, between Ridgewood and Provident (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Provident agrees to conduct such investigations and the Company hereby acknowledge discussions hereunder in a manner so as not to interfere unreasonably with normal operations and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf customer and employee relationships of the Acquired Companies pursuant other party. (c) In addition to the access permitted by subparagraph (a) above, from the date of this Agreement or obtained by Parent through the Closing Date, Ridgewood shall permit employees of Provident reasonable access to information relating to problem loans, loan restructurings and its representatives pursuant to Section 6.5(a) shall be treated as confidential information loan work-outs of the Acquired Companies for purposes of the Confidentiality AgreementRidgewood Savings.

Access; Confidentiality. (a) Upon reasonable advance written notice, notice to the Seller and subject to applicable logistical restrictions or limitations as a result the prior written consent of COVID-19 or any COVID-19 MeasuresXxxxxxx Xxxx, which shall not be unreasonably withheld, the Company Seller shall afford Parent Purchaser and Parent’s representatives its Representatives reasonable access, during normal business hours between throughout the date of this Agreement and period prior to the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ (i) officersproperties, employeesbooks, contracts and other personnel, (ii) assets and (iii) all books and records, records of the Company and, during such period, the Company shall furnish promptly to Parent Purchaser and its Representatives all informationinformation concerning the business, including financial properties, assets, contracts, Permits, results of operations and operating data, concerning its business personnel of the Company as Parent may reasonably requestbe requested; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information Seller may restrict the foregoing access to the extent such disclosure that (i) in the reasonable judgment of the Seller, any law, treaty, rule or regulation of any Governmental Entity applicable to the Seller or the Company could: requires the Seller or the Company to restrict or prohibit access to any such properties or information, (iii) in the judgment of the Seller, the information is subject to confidentiality obligations to a third party, (iii) such disclosure would result in the disclosure of any trade secrets Trade Secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; third parties, or (iv) materially disclosure of any such information or document could result in the loss of attorney-client privilege; provided, however, that with respect to this clause (iv), the Seller and/or its counsel shall use their reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorney-client privilege; and adversely provided further that as a condition to such access, Purchaser hereby agrees (x) that Purchaser and its Representatives shall not interfere with the operations of the properties, (y) to pay for the cost to repair any damage caused by Purchaser or its Representatives and (z) to indemnify, defend and hold the Seller and its Affiliates harmless with respect to any personal injury or property damage arising from or relating to entry on the Owned or Leased Real Property by Purchaser or its Representatives. All requests by Purchaser and its Representatives for information and access made pursuant to this Section 5.5 shall be made in writing directed to Xxxxxxx Xxxx. Further, Purchaser shall not contact any supplier, customer or vendor of the Company or the Seller without obtaining prior written consent of an executive officer of the Seller. (b) The parties hereto will hold any such information in confidence pursuant to the terms of the Confidentiality Agreement. The parties hereto will continue to abide by the terms of that certain confidentiality agreement, dated November 19, 2010, between the Seller and Purchaser (the “Confidentiality Agreement”), the terms of which are incorporated by reference into this Agreement, and which terms shall survive until the Closing, at which time the Confidentiality Agreement will terminate; provided, however, that if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. Beginning on the date of this Agreement, neither the Company, the Seller, nor any of their respective Affiliates, will waive any right under any other nondisclosure agreement previously entered into by the Company or the Seller and any other Person with respect to evaluation of the sale of the Company without the prior written consent of Purchaser. (c) From and after the Closing, Purchaser shall preserve and retain all information and books and records of the Company, including accounting, legal, personnel, auditing and other books and records and any documents relating to any governmental or non-governmental claims, actions, suits, Proceedings or investigations with respect to the Company on or prior to the Closing Date in a manner consistent with the document retention policy of Purchaser made available to the Company prior to the Closing. (d) In the event and for so long as the Seller or any of its Affiliates is contesting or defending against or prosecuting any third-party charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand relating to the indemnification matters provided for in Section 8.2, Purchaser will (and will cause its Affiliates to) use all reasonable efforts to (i) fully cooperate with the Seller, its Affiliates and their respective Representatives in, and, subject to Section 5.5(e), assist the Seller, its Affiliates and their respective Representatives with, the contest, defense or prosecution, (ii) make available its personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses), and (iii) provide such information, testimony and access to its books and records, in each case as shall be reasonably requested in connection with the contest, defense or prosecution. (e) The Seller shall reimburse Purchaser for reasonable out-of-pocket costs and expenses incurred in connection with assisting the Seller pursuant to subsection (d) of this Section 5.5 at the request of the Seller, its Affiliates and their respective Representatives. No party shall be required by this Section 5.5 to take any action that would unreasonably interfere with the conduct of the Acquired Companies’ business; and provided further that its business or unreasonably disrupt its normal operations. Any information received by any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access party pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) 5.5 shall be treated as confidential information of the Acquired Companies for purposes of subject to the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Subject to applicable Law and Governmental Orders, Seller shall, and shall cause the Company and each of its Subsidiaries to, during the period from and after the date hereof until the Closing, upon reasonable advance written notice, (i) afford Purchaser and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresits authorized directors, the Company shall afford Parent officers, employees, accountants, counsel, investment bankers and Parent’s representatives consultants (collectively, “Representatives”) reasonable access, during normal business hours between hours, in the date presence of this Agreement and the earlier at least one (1) Representative of the Acceptance Time and the date of termination of this AgreementParent, to the Acquired Companies’ (i) officers, employees, properties, books and records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and other personneldocuments of the Company or any of its Subsidiaries, (ii) assets furnish to Purchaser such financial and operating data and other information relating to the Company and its Subsidiaries and, to the extent the Company has such data or other information, the Company Joint Ventures, as Purchaser may reasonably request, and (iii) all books instruct the appropriate Company Employees to cooperate reasonably with Purchaser and records, and, during such period, its Representatives in connection with the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestforegoing; provided, however, that the Acquired Companies that, in each case, such access, furnishing of information and cooperation shall not be required (w) unreasonably disrupt the Company’s and its Subsidiaries’ operations, (x) require the Company or any of its Subsidiaries to permit any inspection or other access, or to disclose any information to the extent such disclosure that in the reasonable judgment of the Company could: (i) or any of its Subsidiaries, as applicable, would result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to or violate any of its obligations or policies with respect to confidentiality, (y) require the Acquired Companies under Company or any of its Subsidiaries to disclose any privileged information of the attorney-client privilege Company or the attorney work product doctrine; (iii) violate any Law; of its Subsidiaries or (ivz) materially require Seller or any of its Affiliates (including the Company and adversely interfere with its Subsidiaries) to disclose any proprietary information of or regarding Parent or its Affiliates (excluding the conduct Company or any of the Acquired Companies’ business; and provided further that any such access its Subsidiaries). All requests for information made pursuant to this Section 5.3(a) shall be afforded and any directed to the General Counsel of Parent or such other Persons designated by Seller in writing. All such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to governed by the Chief Legal Officer terms of the Company or another person designated in writing by the CompanyConfidentiality Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub Purchaser shall not, and shall cause their respective representatives its Representatives not to, contact use any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger information obtained pursuant to this Section 5.3(a) (as well as any other information provided to Purchaser or any of its Representatives by or on behalf of Parent, Seller, the other Transactions without Company or the Company’s Subsidiaries prior written consent to the date hereof) for any purpose unrelated to this Agreement and the transactions contemplated hereby. To the extent that Seller or any of its Affiliates incurs any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 5.3(a), Purchaser shall reimburse Seller and such Affiliate for the reasonable out-of-pocket costs thereof (which consent shall not be unreasonably withheldincluding attorneys’ fees, conditioned or delayed)but excluding reimbursement for general overhead, salaries and employee benefits) promptly upon submission to Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) Parent From and after the Closing, Purchaser shall and shall cause its Representatives to, upon reasonable notice, (i) furnish to Seller and its Representatives such financial, tax and operating data and other information relating to the Company and its Subsidiaries (including the Company Books and Records and information in connection with the filing of Tax Returns in respect of the Tax Package or other required regulatory or other filings, responses or reports and information relating to any Action or as required by any Law or Governmental Order) and (ii) make available to Seller and its Representatives the directors, officers and employees of the Company and its Subsidiaries as Seller may reasonably request to cooperate with Seller in connection with the foregoing. After the Closing, Purchaser shall cause the Company and its Subsidiaries to preserve such information and the Company hereby acknowledge Books and agree to continue to be bound by Records for at least the Confidentiality Agreement. All information provided by or on behalf later of ten (10) years after the Closing Date and the expiration of the Acquired Companies pursuant applicable statute of limitations with respect to this Agreement or obtained by Parent Taxes for items included in the Company Books and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality AgreementRecords.

Access; Confidentiality. (a) Upon reasonable advance written notice, Subject to the Confidentiality Agreement and subject applicable Law relating to applicable logistical restrictions or limitations as a result the sharing of COVID-19 or any COVID-19 Measuresinformation, the Company shall afford agrees to (i) provide Parent and its representatives, at Parent’s representatives reasonable access's sole expense, during normal business hours between the date of this Agreement and from time to time prior to the earlier of the Acceptance Effective Time and or the date of termination of this Agreement, reasonable access upon prior notice during normal business hours to the Acquired Companies’ (i) officersoffices, employeesproperties, books and other personnelrecords of the Company and its Subsidiaries, (ii) assets furnish to Parent and its Representatives, at Parent's sole expense, such financial and operating data and other information (in each case, to the extent in the actual possession of the Company or its Subsidiaries) as such Persons may reasonably request and (iii) all books instruct its employees, counsel, financial advisors, auditors and records, and, during such period, other authorized representatives to reasonably cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section shall furnish promptly be conducted in such manner as to be reasonably non-invasive and not to interfere unreasonably (x) with the conduct of the business of the Company and its Subsidiaries and (y) with the prompt discharge by the Company's and its Subsidiaries' employees of their duties. Parent shall, and shall cause Parent's Affiliates and Representatives to hold any non-public information received from the Company, its Affiliates or Representatives, directly or indirectly, in accordance with the Confidentiality Agreement. The Company shall be entitled to have a Representative accompany Parent, Merger Sub and their respective representatives at all informationtimes. (b) Parent agrees to indemnify, defend and hold the Company and its Subsidiaries harmless from any and all threatened or pending Actions or investigations and any and all liabilities, including financial reasonable costs and operating dataexpenses for the loss, concerning injury to or death of any Parent representative, resulting directly from the action or inaction of any of Parent or Parent's representatives during any visit to the business or property sites of the Company and its business as Parent may reasonably request; providedSubsidiaries. Notwithstanding Section 6.5(a) and the foregoing provisions of this Section 6.5(b), however, that neither the Acquired Companies Company nor its Subsidiaries shall not be required to permit any inspection or other access, provide access (i) to or to disclose any information to the extent (A) where such access or disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) could jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate privilege of the Company or any Law; of its Subsidiaries or contravene any Law or (ivB) materially to the extent that outside counsel to the Company advises that such access or disclosure should not be permitted or made in order to ensure compliance with any applicable Law or (ii) for Parent, Merger Sub or any of their respective representatives to conduct any sampling of environmental media without the Company's prior written consent. (c) Parent will not (and adversely interfere with will cause Parent's representatives not to) use any information obtained pursuant to this Section 6.5 for any purpose unrelated to the conduct consummation of the Acquired Companies’ business; Transactions and provided further that any such access shall be afforded and any such to hold confidential all information shall be furnished solely at Parent’s expense. All requests for which it has received or to which it has gained access pursuant to this Section 6.5(a) must be directed 6.5 in accordance with the Confidentiality Agreement. Further, Parent shall cause any representative of Parent or Merger Sub who is not a party to the Chief Legal Officer of the Company or another person designated in writing Confidentiality Agreement, upon request by the Company. Notwithstanding anything herein , to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge execute a joinder to such Confidentiality Agreement and agree to continue to be bound by the Confidentiality Agreementterms and conditions thereof. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent The parties hereto acknowledge and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of agree that the Confidentiality AgreementAgreement shall remain in full force and effect.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, Seller shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives, employeesupon reasonable advance notice and during regular business hours, reasonable access to all books, records, Tax Returns, personnel, representatives, officers and other personnelfacilities and properties of the Company, (ii) assets permit Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as Purchaser may reasonably request and (iii) all books and records, and, during such period, cause the officers of the Company shall to furnish promptly to Parent all information, including Purchaser with such financial and operating data, concerning its data and other information with respect to the business as Parent and properties of the Company that Purchaser may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely conducted at ParentPurchaser’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to , at a reasonable time, under the Chief Legal Officer supervision of the Company Seller’s or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall personnel and in such a manner as to not be unreasonably withheld, conditioned interfere with the normal operations of the business of Seller or delayed)the Company. (b) Parent Purchaser and its Affiliates shall treat as confidential all the information provided by Seller and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Section 5.2 or otherwise in connection with the consummation of the transactions contemplated by this Agreement and shall not use such information except in connection with the transactions contemplated hereby or obtained disclose such information to third parties, without the prior written consent of Seller, other than to Purchaser’s advisors and consultants or as required by Parent Law; provided, however, that prior to disclosing any such confidential information as required by Law, Purchaser shall promptly notify Seller so that Seller may seek a protective order or other appropriate remedy. (c) Seller and its representatives pursuant to Section 6.5(a) Affiliates shall be treated as not make known, disclose, furnish, make available or utilize any of the confidential information of the Acquired Companies for purposes of Company at any time during the Confidentiality Agreementthree (3)-year period immediately following the Closing Date, other than as expressly permitted herein, or as required by Law; provided, however, that prior to disclosing any such confidential information as required by Law, Seller shall promptly notify Purchaser so that Purchaser may seek a protective order or other appropriate remedy.

Access; Confidentiality. (a) Upon reasonable advance written noticeSubject to the Confidentiality Agreement (as defined below), Target shall, and subject shall cause each of its Subsidiaries to, afford to applicable logistical restrictions or limitations as a result Acquiror and to the officers, employees, accountants, counsel, financial advisors, lenders and other representatives of COVID-19 or any COVID-19 MeasuresAcquiror, the Company shall afford Parent and Parent’s representatives reasonable access, access during normal business hours between during the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, period prior to the Acquired Companies’ (i) officersEffective Time to all their respective properties, employeesbooks, contracts, commitments, personnel and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notTarget shall, and shall cause their respective representatives not each of its Subsidiaries to, contact prepare or cause to be prepared, or furnish promptly to Acquiror (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws or the Federal tax Laws, or state, local or foreign tax Laws and (ii) all other information concerning its business, properties and personnel as Acquiror may reasonably request (including Target's outside accountants' work papers). Each of Target and Acquiror will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates (as defined in Section 9.03(g)) to hold, any partner, licensor, licensee, customer or supplier nonpublic information in accordance with the terms of the Company in connection with Confidentiality Agreement dated as of October, 1997, between Target and Acquiror (the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Target shall cooperate fully (with Acquiror responsible for all reasonable costs and expenses) with Acquiror in connection with such financing transactions as Acquiror may undertake. In connection therewith, at the Company hereby acknowledge request of Acquiror, Target (with Acquiror responsible for all reasonable costs and agree expenses) will cause its officers, directors, employees, representatives, consultants and advisors to continue assist in the preparation of offering memoranda and pro forma financial information and to participate in any road show presentations Acquiror shall undertake in connection therewith, provided that such assistance shall not unreasonably interfere with the performance by any of such officers, directors, employees, representatives, consultants or advisors of services for Target. In furtherance of the foregoing, Target shall use its commercially reasonable efforts to cause its auditors to provide and allow the filing of consents and "comfort letters" and other documentation as may be required for the inclusion of any financial statements of Target prepared at the request of Acquiror, to allow such financial statements to be bound by the Confidentiality Agreement. All information provided by used in public or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementprivate financing documents.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ Seller shall (i) officersafford Purchaser and its authorized representatives full and complete access to Seller’s employees and during normal working hours to all books, employeesrecords, offices and other personnelfacilities of Seller and each Seller Subsidiary, (ii) assets permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) all books and records, and, during furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business data and other information as Parent Purchaser may from time to time reasonably request. Purchaser and its authorized representatives shall conduct all such inspections under the supervision of personnel of Seller in a manner that will minimize disruptions to the business and operations of Seller and the Seller Subsidiaries and in a manner as to maintain the confidentiality of this Agreement. Nothing herein shall require Purchaser or Seller to disclose any information to the other if such disclosure would: (a) cause significant competitive harm to it or its Affiliates or their respective competitive positions if the Transactions are not consummated; (b) jeopardize any attorney-client or other legal privilege; or (c) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which it or its Affiliates is a party); provided, however, that if Purchaser or Seller, as the Acquired Companies case may be, relies on this sentence of Section 6.2(a) as a basis for such non-disclosure, Purchaser or Seller, as the case may be, shall nevertheless inform the other the general nature of the information not being disclosed and the basis for such non-disclosure. (b) Purchaser and its authorized representatives (including its designated engineers or consultants) may upon reasonable notice and at any time enter into and upon all or any portion of Seller’s properties included in the Assets (including all Leased Real Property) in order to investigate and assess, as Purchaser deems necessary or appropriate in its sole and absolute discretion, the environmental condition of such properties or the business conducted thereat. Seller shall, and shall cause the Seller Subsidiaries to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access to their properties and businesses, together with full permission to conduct such investigation, and shall provide to Purchaser and its authorized representatives all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to Seller or any Seller Subsidiary or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the Confidentiality Obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the transactions (the “Tax Treatment”) or to any fact that may be relevant to understanding the purported or claimed Federal income tax treatment of the transactions (the “Tax Structure”), and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or other tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement. The preceding sentence is intended to ensure that the transactions contemplated by this Agreement shall not be required treated as having been offered under conditions of confidentiality for purposes of the Confidentiality Regulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Disclosure Schedule or delivered to permit any inspection Purchaser or other accessits authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, or for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. All obligations of Purchaser under the Confidentiality Agreement shall terminate simultaneously with the Closing. Except as otherwise provided herein, Seller shall, and shall cause each Seller Subsidiary and their consultants, advisors and representatives to, treat after the date hereof as strictly confidential (unless compelled to disclose any information to the extent such disclosure by judicial or administrative process or, in the reasonable judgment opinion of legal counsel, by other requirements of law) the Company could: (i) result in the disclosure terms of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege this Agreement and all nonpublic, confidential or the attorney work product doctrine; (iii) violate any Law; or (iv) materially proprietary information concerning Seller and adversely interfere with the conduct of the Acquired Companies’ business; each Seller Subsidiary, and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Seller shall not, and shall cause each Seller Subsidiary and their respective consultants, advisors and representatives not to use such information to the detriment of Seller, any Seller Subsidiary or Purchaser, and Purchaser shall, and shall cause its consultants, advisors and representatives to, contact any partnertreat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, licensorin the opinion of legal counsel, licensee, customer or supplier by other requirements of law) the Company in connection with the Offer, the Merger or any terms of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement and all nonpublic, confidential or obtained by Parent proprietary information concerning Purchaser, and Purchaser shall not, and shall cause each its consultants, advisors and representatives pursuant not to Section 6.5(a) shall be treated as confidential use such information to the detriment of the Acquired Companies for purposes of the Confidentiality AgreementSeller or Purchaser.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, Seller shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives reasonable access to all books, employeesrecords, personnel, offices and other personnelfacilities and properties of the Company, (ii) assets permit Purchaser to make inspections thereof as Purchaser may reasonably request and (iii) all books and records, and, during such period, cause the officers of the Company shall to furnish promptly to Parent all information, including Purchaser with such financial and operating data, concerning its data and other information with respect to the business and properties of the Company as Parent Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted at Purchaser's expense, at a reasonable time, under the Acquired Companies supervision of Seller's or the Company's personnel and in such a manner as reasonably necessary not to interfere substantially with the normal operation of the business of Seller or the Company. Subject to the provisions of Section 5.4(h), notwithstanding anything contained in this or any other agreement between Purchaser and Parent and/or Seller executed prior to the date hereof, none of the Company, Parent, Seller or any of their respective Affiliates shall not be required have any obligation to permit any inspection make available to Purchaser or other accessits representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Parent or any of its Affiliates or predecessors, or any related material (except as any such material may relate solely to the Company) and nothing herein shall require Parent, Seller or the Company to disclose any information to the extent Purchaser if such disclosure in the reasonable judgment of the Company could: would (i) result in the disclosure of jeopardize any trade secrets of Third Parties; attorney-client or other legal privilege or (ii) jeopardize protections afforded to contravene any of the Acquired Companies under the attorney-client privilege applicable laws, fiduciary duty or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed binding agreement entered into prior to the Chief Legal Officer date of this Agreement (including any confidentiality agreement to which Parent, Seller, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause any of their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayedAffiliates is a party). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes The provisions of the Confidentiality AgreementAgreement shall remain binding and in full force and effect until the Closing. The information contained herein, in the Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Evaluation Material (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Except as otherwise provided in Section 5.5, Purchaser shall cause its consultants, advisors and representatives to treat the terms of this Agreement after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law).

Access; Confidentiality. (a) Upon At the reasonable request of Buyer, and upon reasonable advance written notice, Sellers and subject Worldspan shall from time to applicable logistical restrictions time prior to the Closing give or limitations as a result cause to be given to the officers, employees, accountants, counsel and other authorized representatives of COVID-19 or any COVID-19 MeasuresBuyer (collectively, the Company shall afford Parent and Parent“Buyer’s representatives reasonable access, Representatives”) full access during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) any and all premises, properties, files, books, records, documents and other information of Sellers’ Relevant Worldspan Owner Entities (insofar as such information relates to Worldspan and its Subsidiaries), Worldspan and its Subsidiaries and to those officers, employees, accountants, counsel and other personnelauthorized representatives of Worldspan and its Subsidiaries who have relevant knowledge, and (ii) assets all such other information in Sellers’ or Worldspan’s possession otherwise to the extent concerning Sellers’ Relevant Worldspan Owner Entities (insofar as such information relates to Worldspan and (iii) all books its Subsidiaries), Worldspan and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business Subsidiaries as Parent Buyer may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information in each case to the extent such disclosure in that Sellers and Worldspan may do so without violating confidentiality undertakings of Sellers, Sellers’ Relevant Worldspan Owner Entities, Worldspan and its Subsidiaries or any of their Affiliates. Notwithstanding the reasonable judgment foregoing, Buyer shall not have access to personnel records of Worldspan and its Subsidiaries relating to individual performance or evaluation records, medical histories or other information relating to the Company could: (i) result in personnel of Worldspan and its Subsidiaries the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded which, in Sellers’ or Worldspan’s good faith opinion, is reasonably likely to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companiessubject Sellers, Sellers’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryRelevant Worldspan Owner Entities, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Worldspan or any of its Subsidiaries to risk of liability. Buyer shall use its reasonable efforts to conduct its investigation in a manner designed to avoid any unreasonable interference with the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheldoperations of Sellers, conditioned Sellers’ Relevant Worldspan Owner Entities, Worldspan or delayed)its Subsidiaries. (b) Parent The provisions of the Mutual Non-Disclosure Agreement, dated November 28, 2001, between Citicorp Venture Capital, Ltd. and Worldspan, the Mutual Non-Disclosure Agreement, dated December 3, 2001, between OTPP and Worldspan and the Company hereby acknowledge Mutual Non-Disclosure Agreement, dated July 15, 2002, between M. Xxxxxxx X’Xxxx and agree Worldspan (collectively, the “Confidentiality Agreements”), shall survive the execution of this Agreement and shall apply with respect to continue all information made available to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies Buyer’s Representatives pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement5.1.

Access; Confidentiality. (a) Upon reasonable advance written notice, Between the date hereof and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresthe Closing, the Company Seller Parties shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersafford the Purchaser Parties and their authorized representatives full and complete access to Seller Parties' employees, employees(including the Business Employees) medical staff, and other personnelagents and representatives and during normal working hours to all books, records, offices and other facilities of the Seller Parties, (ii) assets permit the Purchaser Parties to make such inspections and to make copies of such books and records as they may reasonably require and (iii) all books and records, and, during furnish the Purchaser Parties with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Hospitals, concerning its business the Business or the Seller Parties as Parent the Purchaser Parties may from time to time reasonably request; provided, however, . The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information will minimize disruptions to the extent such disclosure in the reasonable judgment business and operations of the Company could: (i) result Seller Parties and in a manner as to maintain the disclosure confidentiality of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement. (b) Parent The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, upon reasonable notice and at any time enter into and upon all or any portion of the Company hereby acknowledge Real Property in order to investigate and agree assess, as the Purchaser Parties deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall allow the Purchaser Parties and their authorized representatives full access to continue the Assets, together with full permission to be bound conduct such investigation, and shall provide to the Purchaser Parties and their authorized representatives all information maintained by the Confidentiality Agreement. All information provided Seller Parties and related to the condition of the Assets, including the Real Property, and all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Acquired Companies pursuant to this Seller Parties or any of their engineers, consultants or agents. (c) The provisions of that certain Confidentiality Agreement or obtained by Parent and its representatives pursuant to Section 6.5(adated February 21, 2005 among the parties (the "Confidentiality Agreement") shall be treated as confidential information of remain binding and in full force and effect until the Acquired Companies for purposes of Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement., the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or other tax analyses) that relate to the Tax Treatment or Tax

Access; Confidentiality. (a) Upon reasonable advance written notice, Each Gateway Party shall permit Investors and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s their representatives reasonable accessaccess to its properties and make available to them all books, during normal business hours between papers and records relating to the date assets, properties, operations, obligations and liabilities of Gateway, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof) (other than minutes of any confidential discussion of this Agreement and the earlier of the Acceptance Time transactions contemplated hereby), and the date of termination of this Agreementstockholders, to the Acquired Companiesorganizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants’ (i) officerswork papers, litigation files, plans affecting employees, and any other personnelbusiness activities or prospects in which Investors may have a reasonable interest (provided that a Gateway Party shall not be required to provide access to any information that would violate its attorney-client privilege or any employee or customer privacy policies, laws or regulations). Each Gateway Party shall make its respective officers, employees and agents and authorized representatives (iiincluding counsel and independent public accountants) assets available to confer with Investors and (iii) their representatives. GCF Bank shall provide in a timely manner to Investors Bank’s officer in charge of retail banking copies of current rate sheets for all books deposit and recordsloan products. Each Gateway Party shall permit Investors Bank, andat its expense, during such period, the Company shall furnish promptly to Parent all information, including financial cause a “Phase I Environmental Audit” and operating data, concerning its business as Parent may reasonably requesta “Phase II Environmental Audit” to be performed at any physical location owned or occupied by a Gateway Party or a Gateway Subsidiary; provided, however, that the Acquired Companies shall not be required with respect to permit any inspection such “Phase I Environmental Audit” or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could“Phase II Environmental Audit”: (i) result all entries on such properties shall be conducted during normal business hours and with at least twenty-four (24) hours’ advance notice to GCF Bank and shall be conducted in such a manner so as not to interfere with the disclosure use and occupancy of the property or the business operations of GCF Bank, and Gateway Party or any trade secrets of Third PartiesGateway Subsidiary; (ii) jeopardize protections afforded to immediately after any of entry on the Acquired Companies under property, Investors Bank shall restore the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed property to the Chief Legal Officer of the Company or another person designated condition in writing by the Companywhich it existed immediately prior to such entry. Notwithstanding anything herein to the contraryInvestors Bank shall defend, Parent and Merger Sub shall notindemnify, and shall cause hold GCF Bank, each Gateway Party and each Gateway Affiliate, and its and their respective officers, employees, agents and authorized representatives not toharmless from and against any loss, contact claim, liability, damage, cost, or expense (including without limitation, reasonable attorneys’ fees) arising out of any partnerentries and activities of Investors Bank or its agents, licensor, licensee, customer contractors or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)employees. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, From the date hereof until the Closing and subject to the requirements of applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresLaws, the Company MDC shall afford Parent (i) give to Stagwell and Parent’s representatives its Representatives reasonable access, access during normal business hours between to the date of this Agreement offices, properties, personnel, books, records, work papers and other documents and information relating to MDC and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnelMDC Subsidiaries, (ii) assets furnish to Stagwell and its Representatives such financial and operating data and other information as Stagwell may reasonably request, and (iii) all books instruct its and records, and, during such period, its Subsidiaries’ Representatives to cooperate reasonably with Stagwell in its investigation of MDC and the Company MDC Subsidiaries. Nothing in this Section 7.05(a) shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that require MDC or any of the Acquired Companies shall not be required to permit any inspection or other access, or MDC Subsidiaries to disclose any information that would cause a risk of a loss of privilege to MDC or any of its Subsidiaries. Notwithstanding this Section 7.05(a), no party nor its Representatives shall have the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded right to conduct environmental sampling on any of the Acquired Companies under properties owned or operated by the attorney-client privilege other party or the attorney work product doctrine; (iiiits Subsidiaries. Any investigation pursuant to this Section 7.05(a) violate any Law; or (iv) materially and adversely shall be conducted in such manner as not to interfere unreasonably with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to business of MDC or the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)MDC Subsidiaries. (b) Parent From the date hereof until the Closing and subject to the Company hereby acknowledge requirements of applicable Laws, Stagwell shall (i) give to MDC and agree its Representatives reasonable access during normal business hours to continue the offices, properties, personnel, books, records, work papers and other documents and information relating to be bound the Stagwell Subject Entities, (ii) furnish to MDC and its Representatives such financial and operating data and other information as MDC may reasonably request, and (iii) instruct its and its Subsidiaries’ Representatives to cooperate reasonably with MDC in its investigation of the Stagwell Subject Entities. Nothing in this Section 7.05(b) shall require Stagwell or any of the Stagwell Subject Entities to disclose any information that would cause a risk of a loss of privilege to Stagwell or any of the Stagwell Subject Entities. Notwithstanding this Section 7.05(b), no party nor its Representatives shall have the right to conduct environmental sampling on any of the properties owned or operated by the Confidentiality Agreementother party or its Subsidiaries. All information provided by or on behalf of the Acquired Companies Any investigation pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a7.05(b) shall be treated conducted in such manner as confidential information not to interfere unreasonably with the conduct of the Acquired Companies for purposes business of Stagwell or the Stagwell Subject Entities. (c) Each of Stagwell and MDC acknowledges that the information provided to it and its Representatives in connection with this Agreement and the Transactions is subject to the terms of the Confidentiality AgreementMutual Nondisclosure Agreement between Stagwell and MDC, dated as of July 21, 2020 (as amended or modified from time to time, the “Mutual NDA”). The terms of the Mutual NDA are hereby incorporated by reference. The Mutual NDA shall terminate at the Closing.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ Mentmore shall (i) officers, afford IM and its authorized representatives reasonable access to all employees, offices and other personnelfacilities of Abbey (as relates to the ARM Assets), and Britannia and BDM and their respective Subsidiaries, and to all books and records of Abbey (as relates to the ARM Assets), and Britannia and BDM and their respective Subsidiaries, (ii) assets permit IM to make such inspections and, at IM's expense, to make copies of such books and records as it may reasonably require, and (iii) furnish IM with such financial and operating data and other information relating to Abbey (as relates to the ARM Assets), and Britannia and BDM and their respective Subsidiaries, as IM may from time to time reasonably request. IM and its authorized representatives shall conduct all such inspections during normal business hours and in a manner that will minimize disruptions to the business and operations of Britannia, Abbey and BDM and their respective Subsidiaries. (b) Between the date of this Agreement and the Closing, IM shall (i) afford Mentmore and its authorized representatives reasonable access to all employees, offices and other facilities of Arcus and to all books and recordsrecords of Arcus, and(ii) permit Mentmore to make such inspections and to make copies, during at Mentmore's expense, of such periodbooks and records as it may reasonably require, the Company shall and (iii) furnish promptly to Parent all information, including Mentmore with such financial and operating data, concerning its business data and other information relating to Arcus as Parent Mentmore may from time to time reasonably request. Mentmore and its authorized representatives shall conduct all such inspections during normal business hours and in a manner that will minimize disruptions to the business and operations of Arcus. (c) Mentmore shall procure that IM and its authorized representatives (including its designated engineers or consultants) may, on prior notice, enter into and upon all or any portion of the properties of Abbey (as relates to the ARM Assets), and Britannia and BDM or any of their respective Subsidiaries, (including all Real Property and all real estate which is the subject of a Lease) in order to investigate and assess, as IM deems necessary or appropriate, the environmental condition of such properties or the business conducted thereat; provided, however, that such investigation may not include the Acquired Companies performance of soil and surface or ground water sampling, monitoring, borings or testing. Mentmore shall not be required procure that Abbey (as relates to permit the ARM Assets) and Britannia and BDM and their respective Subsidiaries, shall cooperate with IM and its authorized representatives in conducting such investigation, shall allow IM and its authorized representatives reasonable access to their properties and businesses, together with full permission to conduct such investigation, and shall provide to IM and its authorized representatives all plans, reports, any inspection environmental investigation results, reports or other accessassessments previously or contemporane ously conducted or prepared by or on behalf of, or in the possession of or reasonably available to disclose any information Mentmore, Abbey (as relates to the extent ARM Assets), and Britannia and BDM and their respective Subsidiaries, or any of their engineers, consultants or agents, and all information relating to environmental matters in respect of their properties and businesses. (d) IM shall procure that Mentmore and its authorized representatives (including its designated engineers or consultants) may, on prior notice, enter into and upon all or any portion of the properties of Arcus (including all Real Property and all real estate which is the subject of a Lease) in order to investigate and assess, as Mentmore deems necessary or appropriate, the environmental condition of such disclosure properties or the business conducted thereat; provided, however, that such investigation may not include the performance of soil and surface or ground water sampling, monitoring, borings or testing. IM shall procure that Arcus shall cooperate with Mentmore and its authorized representatives in conducting such investigation, shall allow Mentmore and its authorized representatives reasonable access to their properties and businesses, together with full permission to conduct such investigation, and shall provide to Mentmore and its authorized representatives all plans, reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the reasonable judgment possession of or reasonably available to IM or Arcus, or any of their engineers, consultants or agents, and all information relating to environmental matters in respect of their properties and businesses. (e) The provisions of the Company could: (i) result Confidentiality Agreement shall remain binding and in full force and effect until the Closing. The information contained herein, in the disclosure of any trade secrets of Third Parties; Mentmore Disclosure Letter , the IM Disclosure Schedule or delivered to IM or Mentmore or their authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Confidential Information (iias defined therein) jeopardize protections afforded until the Closing and, for that purpose and to any that extent, the terms of the Acquired Companies Confidentiality Agreement are incorporated herein by reference. All obligations under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere Confidentiality Agreement shall terminate simultaneously with the conduct of the Acquired Companies’ business; Closing. Except as otherwise provided herein, IM and provided further Mentmore shall, and Mentmore shall procure that any such access shall be afforded Britannia, Abbey and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notBDM shall, and shall cause their respective Subsidiaries and their respective consultants, advisors and representatives not to, contact any partnerafter the date hereof, licensortreat as strictly confidential (unless compelled to disclose by judicial or administrative process or, licenseein the opinion of legal counsel, customer or supplier by other requirements of law, including, without limitation the requirements of the Company in connection with the Offer, the Merger London Stock Exchange or any other national securities exchange) the terms of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheldthis Agreement and all nonpublic, conditioned confidential or delayed). (b) Parent and the Company hereby acknowledge and agree proprietary information concerning any of them, provided to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies them pursuant to the negotiation of this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Strategic Alliance Agreement.

Access; Confidentiality. Between the Effective Date and the Closing Date, Seller shall (ai) Upon provide reasonable advance written noticeaccess to Buyer, its Affiliates and their respective accountants, engineers and other representatives and advisers, during normal business hours, to the Assets and the files, books, records, documents, and other information relating thereto (other than certain privileged documents, confidential third-party documents and personnel file records and evaluative records pertaining to employees), and (ii) make available for inspection and copying by Buyer originals or true and complete copies of any documents relating to the foregoing, including the documents listed in any Schedule attached to this Agreement. Prior to any such access, Buyer shall notify Seller of its desire for such access, and Buyer and Seller shall reasonably cooperate and determine a mutually acceptable time and date for such access. All documents or information obtained shall be subject to applicable logistical restrictions the Confidentiality Agreement. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, and each of their respective directors, officers, employees and agents from and against all Liabilities arising out of (i) any and all statutory or limitations common law liens or other Encumbrances for labor or materials furnished in connection with rights granted hereunder, including samplings, studies or surveys that Buyer may conduct with respect to the Assets pursuant to this Section 8.7, or (ii) any injury to or death of any persons or damage to or destruction of property including the Assets and the Excluded Assets occurring as a result of COVID-19 such exercise of the rights granted under this Section 8.7 or activities conducted pursuant to this Section 8.7; provided that this indemnification shall not apply in respect of Liabilities arising from the gross negligence or willful and wanton misconduct of any COVID-19 Measuresof Seller, its Affiliates or their respective directors, officers, employees or agents. In addition, Buyer waives and releases all claims against Seller and its Affiliates, and their respective directors, officers, employees and agents, other than claims resulting from their gross negligence or willful and wanton misconduct, for injury to or death of any persons or damage to property arising from the Company shall afford Parent and Parentexercise of rights granted to Buyer by this Section 8.7 or the activities performed pursuant to this Section 8.7 by Buyer or Buyer’s representatives reasonable accessagents or employees on, during normal business hours between at, or about the date Facility. The provisions of this Agreement and Section 8.7 shall survive the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time Closing, Parent and the date of termination of this Agreement, to the Acquired Companies’ Seller shall (i) officers, employeesafford Purchaser and its authorized representatives reasonable access to the Assets and the facilities of the Seller, and other personnel, to all books and records relating thereto (ii) assets permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) all books and records, and, during furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, data and other information concerning its business the Parent (solely with respect to the Seller and the Assets) and the Seller as Parent Purchaser may from time to time reasonably request; provided, however, . Purchaser and its authorized representatives shall use reasonable efforts to conduct all such inspections in a manner that will minimize disruptions to the Acquired Companies shall not be required to permit any inspection or other accessbusiness and operations of the Parent and the Seller. (b) Purchaser and its authorized representatives (including its designated engineers, or to disclose any information to the extent such disclosure in the consultants) may at reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially times and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s 's prior written consent (which may be either oral or written), which consent shall not be unreasonably withheld, conditioned enter into and upon all or delayed)any portion of the Assets in order to investigate and assess the environmental condition of the Assets and such properties or the business of the Seller conducted thereat. Such investigation by Purchaser may include the performance of noninvasive and nondestructive tests or other procedures (hereinafter "Phase II Testing") relating to environmental conditions or Materials of Environmental Concern and Purchaser shall provide to Parent and Seller any scope of work relating to such Phase II Testing prepared by an environmental consulting firm for Parent's and Seller's review. Purchaser shall not conduct any Phase II Testing without receipt of Parent's and Seller's approval. Parent and Seller shall cooperate with Purchaser and its authorized representatives in conducting such investigation and shall allow Purchaser and its authorized representatives full access to the Assets and their properties and businesses. (bc) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes The provisions of the Confidentiality Agreement, to which Seller by signing this Agreement agrees to be bound, are hereby incorporated herein and shall remain binding and in full force and effect, except that the Confidentiality Agreement shall not apply to any documents prepared in connection with a proceeding before or filed with, or other disclosure made to, a court, arbitration tribunal or mediation service in order to enforce any party's rights arising in connection with the termination of this Agreement pursuant to Section 7.2. All obligations of the Purchaser under the Confidentiality Agreement with respect to the Assets purchased and Assumed Contracts shall terminate simultaneously with the Closing. Except as otherwise provided herein or in the Ancillary Agreements, Parent and Seller shall, and shall cause their Subsidiaries and the consultants, advisors and representatives of itself and each of their Subsidiaries to, treat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law) all nonpublic, confidential or proprietary information concerning the Seller (other than the Excluded Assets and the Retained Know-How Rights) and the Assets, and Parent and the Seller shall not, and shall cause their Subsidiaries and the consultants, advisors and representatives of itself and each of their Subsidiaries not to, after the date hereof, use such information to the detriment of the Purchaser.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, Seller shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives reasonable access to all books, employeesrecords, personnel, offices and other personnelfacilities and properties of the Company, (ii) assets permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) all books and records, and, during such period, cause the officers of the Company shall to furnish promptly to Parent all information, including Purchaser with such financial and operating data, concerning its data and other information with respect to the business and properties of the Company as Parent Purchaser may from time to time reasonably request; provided, however, that any such access shall be conducted -------- ------- at Purchaser's expense, at a reasonable time, under the Acquired Companies supervision of Seller's or the Company's personnel and in such a manner as not to interfere with the normal operation of the business of Seller or the Company. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed prior to the date hereof, none of the Company, any Company Subsidiary, Seller or any Affiliate of Seller shall not be required have any obligation to permit any inspection make available to Purchaser or other accessits representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors (other than any such tax returns and materials, including pro forma tax returns and schedules, solely relating to the Company or any Company Subsidiary), or any related material, and nothing herein shall require Seller to disclose any information to the extent Purchaser if such disclosure would in the reasonable judgment of the Company could: Seller's sole and absolute discretion (i) result in the disclosure of jeopardize any trade secrets of Third Parties; attorney-client or other legal privilege, or (ii) jeopardize protections afforded to contravene any of the Acquired Companies under the attorney-client privilege applicable laws or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)fiduciary duty. (b) Parent The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing, at which time such Confidentiality Agreement and the Company hereby acknowledge obligations of Purchaser thereunder and agree under this Section 5.2 shall terminate. The information delivered to continue Purchaser or its authorized representatives pursuant hereto, including the information contained in the Disclosure Schedule, shall be deemed to be bound by Evaluation Material (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. All Seller shall keep all information provided by in its possession relating to the Company or any Company Subsidiary confidential on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent terms and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes conditions of the Confidentiality Agreement which shall apply to the Seller as if such terms and conditions were applicable to the Seller rather than the Purchaser, and as if fully set forth herein, except as necessary or advisable for Seller to perform its obligations under this Agreement.

Access; Confidentiality. (a1) Upon reasonable advance written notice, Except for competitively sensitive information and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measureslegal and contractual restrictions, the Company shall (and shall cause its Subsidiaries to) afford Parent to the Bidder's officers, employees, accountants, counsel and Parent’s other authorized representatives reasonable access, access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Effective Time or the Termination Date, to its properties, offices, employees, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish to the Bidder such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Bidder may from time to time reasonably request. The Bidder will make all reasonable best efforts to minimize any disruption to the businesses of the Company and the Company's Subsidiaries which may result from the requests for access, data and information hereunder. The Bidder shall afford to the Company's officers, employees, accountants, counsel and other authorized representatives reasonable access during normal business hours upon reasonable notice, to its officers, employees, and books and records to the extent reasonably necessary in connection with the preparation of the Proxy Statement. No investigation pursuant to this Section 4.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access and information shall be coordinated through designated senior executives of each of the parties. (2) The Bidder will hold all information provided under this Section 4.2 that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated February 27, 2000, between Dexter and the Bidder. Except as required by law, the Company will hold, and will cause its officers, employees, accountants, counsel and other authorized representatives to hold, confidential, all information and documents obtained pursuant to this Section 4.3 except for information (i) the Company can show by tangible evidence to have been in its possession prior to your receipt thereof from the Bidder; PROVIDED that such information is not subject to another confidentiality agreement with, or other obligation (legal, fiduciary or contractual) of secrecy to, the Bidder or another party; (ii) is as of the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, or hereafter becomes generally available to the Acquired Companies’ (i) officerspublic, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, than as a result of a disclosure by the Company shall furnish promptly to Parent all information, including financial and operating data, concerning or its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrinerepresentatives; (iii) violate was or may after the date of this Agreement be available to the Company on a non-confidential basis from a third party that is not under any Lawconfidentiality obligation (legal, fiduciary or contractual) to the Bidder regarding such information; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of is independently acquired or developed by the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective its representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or without violating any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed's obligations under this Section 4.3(b). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier protections of the Acceptance Time and the date of termination of this Confidentiality Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notSellers shall, and shall cause Company to, provide Buyer, its authorized Representatives and its prospective sources of financing, through their respective representatives not toRepresentatives, contact reasonable access during regular business hours and upon reasonable notice to the assets, properties, contracts, commitments, books and records of Company for the purpose of making such investigations concerning the affairs of Company as Buyer may desire, and Sellers will furnish Buyer such information as Buyer may from time to time reasonably request for such purpose. Sellers shall cause the officers and employees of Company to assist Buyer in making any partnersuch investigation and will cause the counsel, licensoraccountants, licensee, customer or supplier consultants and other non-employee Representatives of Company to be reasonably available to Buyer for such purposes. Without limitation of the foregoing, Sellers will cause Company in connection with the Offerto (i) permit interviews of Company’s key employees, the Merger or any including each of the employees listed on Schedule K (the “Key Employees”), and such other Transactions without the employees as Company reasonably requests and (ii) permit Buyer to conduct an on-site due diligence investigation of each of Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Facilities. (b) Parent and Within seven (7) business days after the end of each calendar month ending during the period from the date hereof through the Closing Date, Sellers shall or shall cause Company hereby acknowledge and agree to continue furnish to be bound by the Confidentiality Agreement. All information provided by or on behalf Buyer an unaudited monthly balance sheet of Company as of the Acquired Companies end of the month then ended and related statements of income, changes in member’s capital and cash flows for such month and for the period from January 1, 2012 through the end of such month (the “Interim Financials”). Each of the Interim Financials (A) shall be prepared in accordance with GAAP, (B) shall be consistent with Company’s books and records and (C) shall fairly and accurately presents the financial position of Company in all material respects at the dates indicated therein and its results of operations, cashflows and changes in financial position for the periods set forth therein. (c) Upon Buyer’s request, Sellers shall cause Company to perform a physical inventory of Inventory on a date prior to Closing determined by Buyer (in Buyer’s sole discretion) and permit Buyer and/or one or more of Buyer’s Representatives and its prospective sources of financing, through their respective Representatives to observe the taking of such physical inventory. Seller shall cause Company to provide as promptly as practicable after the completion of such physical inventory to Buyer a true and complete report of the result of such physical inventory. (d) Pending the Closing, all information and documents obtained by Buyer and its Representatives pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) 5.2 shall be treated as confidential information of subject to the Acquired Companies for purposes terms and conditions of the Confidentiality Agreement, dated January 23, 2012, between Company and Buyer (the “Confidentiality Agreement”).

Access; Confidentiality. (a) Upon reasonable advance written notice, Between the date hereof and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresthe Closing, the Company Seller Parties shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersafford the Purchaser Parties and their authorized representatives full and complete access to Seller Parties' employees, employees(including the Business Employees) medical staff, and other personnelagents and representatives and during normal working hours to all books, records, offices and other facilities of the Seller Parties, (ii) assets permit the Purchaser Parties to make such inspections and to make copies of such books and records as they may reasonably require and (iii) all books and records, and, during furnish the Purchaser Parties with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Hospital, concerning its business the Business or the Seller Parties as Parent the Purchaser Parties may from time to time reasonably request; provided, however, . The Purchaser Parties and their authorized representatives shall conduct all such inspections under the supervision of personnel of the Seller Parties in a manner that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information will minimize disruptions to the extent such disclosure in the reasonable judgment business and operations of the Company could: (i) result Seller Parties and in a manner as to maintain the disclosure confidentiality of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement. (b) Parent The Purchaser Parties and their authorized representatives (including their designated engineer, architects, surveyors and/or consultants) may, upon reasonable notice and at any time enter into and upon all or any portion of the Company hereby acknowledge Real Property in order to investigate and agree assess, as the Purchaser deem necessary or appropriate in their sole and absolute discretion, the condition (including the structural and environmental condition) of the Assets. The Seller Parties shall cooperate with the Purchaser Parties and their authorized representatives in conducting such investigation, shall allow the Purchaser Parties and their authorized representatives full access to continue the Assets, together with full permission to be bound conduct such investigation, and shall provide to the Purchaser Parties and their authorized representatives all information maintained by the Confidentiality Agreement. All information provided Seller Parties and related to the condition of the Assets, including the Real Property, and all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of, or in the possession of or reasonably available to the Seller Parties or any of their engineers, consultants or agents and all other information relating to environmental matters in respect of their properties and businesses. (c) The provisions of that certain Confidentiality Agreement dated November 22, 2004 among the parties (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Closing. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the confidentiality obligations as they relate to the transactions contemplated by this Agreement shall not apply to the purported or claimed Federal income tax treatment of the Acquired Companies pursuant transactions (the "Tax Treatment") or to any fact that may be relevant to understanding the purported or claimed Federal income tax treatment of the transactions (the "Tax Structure"), and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the transactions contemplated by this Agreement and any materials of any kind (including any tax opinions or obtained other tax analyses) that relate to the Tax Treatment or Tax Structure. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by Parent and its representatives pursuant this Agreement. The preceding sentence is intended to Section 6.5(a) ensure that the transactions contemplated by this Agreement shall not be treated as confidential information having been offered under conditions of the Acquired Companies confidentiality for purposes of the Confidentiality AgreementRegulations and shall be construed in a manner consistent with such purpose. The information contained herein, in the Schedules hereto or delivered to the Purchaser Parties or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) Upon reasonable advance written noticeSeller and Seller Parent agree to permit Purchaser and its accountants, counsel and subject other authorized representatives to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable accesshave, during normal business hours between the period from the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officersClosing Date, employeesaccess to the premises, and other personnel, (ii) assets and (iii) all books and records, andand authorized representatives of each Subject Company and FG that relate to its business (but, with respect to FG, only the FG Transferred Business) upon reasonable advance notice during normal business hours, provided that such period, access does not interfere with the Company shall normal operations of the Subject Companies and FG. Seller and Seller Parent agree to cause the Subject Companies and FG to furnish promptly to Parent all information, including Purchaser with such financial and operating dataoperational data and other information with respect to their respective businesses and properties (but, concerning its business with respect to FG, only the FG Transferred Business) as Parent Purchaser may from time to time reasonably request; , provided, however, that (i) the Acquired auditors and outside accountants of Seller, Seller Parent, the Subject Companies and FG shall not be required obligated to permit any inspection make work papers available to Purchaser unless Purchaser has signed a customary agreement relating to access to such work papers in form and substance reasonably acceptable to such auditors or other accessaccountants, as applicable, and (ii) none of Seller, Seller Parent, the Subject Companies or FG shall be obligated to disclose make any information available to the extent such disclosure Purchaser that would, in the reasonable judgment of Seller or Seller Parent, violate or jeopardize any applicable attorney-client or other privilege or any applicable contractual confidentiality obligation. Without limitation of the foregoing, Seller shall deliver to Purchaser, or make available for printing by Purchaser, within ten (10) days after the date of this Agreement, true and complete copies of each lease (as amended to date) pursuant to which FG or any Subject Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to leases real property. Any information regarding any of the Acquired Subject Companies under and FG heretofore or hereafter obtained from Seller, Seller Parent, the attorney-client privilege Subject Companies, FG, their affiliates or their respective representatives by Purchaser or its representatives shall be subject to the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct terms of the Acquired Companies’ business; Confidentiality Agreement, and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing held by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent Purchaser and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of in accordance with the Acquired Companies for purposes terms of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, The Selling Parties shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, Subject Companies prior to the Acquired Companies’ Closing to (i) officersgive Silgan and its authorized representatives reasonable access to all books, employeesrecords, personnel reasonably designated by Amcor, offices and other personnel, facilities and properties of the Subject Companies relating to the Business; (ii) assets permit Silgan to make such copies and inspections thereof as Silgan may reasonably request; (iii) all books and records, and, during cause the officers of the Subject Companies to furnish Silgan with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information with respect to the Business and the properties of the Subject Companies as Silgan may from time to time reasonably request, including, assessments, audits, studies and data to which the Selling Parties have access concerning the existence of Hazardous Substances at facilities or properties presently or formerly owned, operated, leased or used by the Subject Companies or any predecessors in interest or concerning compliance with, or liability under, any Environmental Laws; and (iv) permit Silgan and its business authorized representatives to conduct inspections as Parent they may reasonably requestrequire (including any air, water, soil, or other testing and monitoring deemed necessary by Silgan); provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded conducted at Silgan's expense, at a reasonable time, under the supervision of the Subject Companies' personnel and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to interfere with the normal operation of the business of the Subject Companies or the Business, and in compliance with any such information other reasonable requirements of the Subject Companies, including as to security and insurance. Without in any manner limiting the generality of the foregoing, (1) no physical work or tests involving the Real Property shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing performed by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions Silgan without the Company’s prior written consent (which of the Selling Parties, such consent shall not to be unreasonably withheld, conditioned or delayed). , (b2) Parent any environmental investigations shall be in compliance with all applicable Laws relating to the protection of human health and the Company hereby acknowledge Environment, (3) Silgan will indemnify and agree hold the Selling Parties harmless from and against all costs, expenses and damages which the Selling Parties may incur or suffer to continue to be bound by the Confidentiality Agreement. All information provided by extent that such costs, expenses or on behalf damages arise directly out of or result directly from the conduct of the Acquired Companies pursuant investigations by Silgan and its authorized representatives (excluding any costs, expenses or damages to respond to any pre-existing environmental issues that are discovered as a result of such investigations), (4) Silgan will promptly provide the Selling Parties with a copy of results and/or reports resulting from the conduct of any environmental investigations and (5) Silgan will notify the Selling Parties as soon as practicable if any condition is discovered during the course of any environmental investigations that Silgan believes may, under any Law regulating the protection of human health or the Environment, give rise to an obligation to notify any Governmental Entity. Notwithstanding anything contained in this Agreement or obtained by Parent any other Contract between Silgan and any Selling Party, but subject to Section 9.2, none of the Selling Parties, the Subject Companies, or any of their Affiliates shall have any obligation to make available to Silgan or its representatives, or provide Silgan or its representatives pursuant with, any consolidated, combined or unitary Tax Return filed by the Selling Parties or any of their Affiliates or their respective predecessors, or any related material, and nothing herein shall require a Selling Party or a Subject Company to Section 6.5(adisclose any information to Silgan if such disclosure would, in the Selling Parties' reasonable discretion (i) cause significant competitive harm to a Selling Party, a Subject Company or one of their Affiliates if the Transactions are not consummated (in which case such information shall be treated as confidential disclosed only to the officers of Silgan holding the position of Senior Vice President or higher, who require such information of the Acquired Companies for purposes of the Confidentiality AgreementTransactions and who shall use such information solely for the purpose of the Transactions), (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or Contract (including any confidentiality agreement) to which a Selling Party or any Affiliate of a Selling Party is a party.

Access; Confidentiality. (a) Upon After reasonable advance written noticenotice provided by Buyer, Seller shall give, and subject shall authorize and instruct its counsel, its accountants and its other agents and representatives to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measuresgive to Buyer and Buyer’s counsel, the Company shall afford Parent accountants and Parent’s other representatives reasonable access, full access during normal business hours between to the date Property and to all of this Agreement Seller’s books, contracts and records related to the earlier Property, and shall furnish such information and copies of such materials related to the Property as Buyer from time to time reasonably may request, provided, however that in no event shall (i) such inspections or tests materially disrupt or disturb the operation of the Acceptance Time Property, or (ii) Buyer or its agents, representatives and consultants drill or bore on or through the date surface of the Real Property or the Improvements without Seller’s prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. After making such tests and inspections, Buyer shall promptly restore the Property to the condition that existed prior to making such tests and inspections (which obligation shall survive the Closing or any termination of this Agreement). In the event that the Agreement is terminated for any reason other than Seller’s default, Buyer shall promptly deliver to Seller copies of all written reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Acquired Companies’ Property (iwhich obligation shall survive any termination of this Agreement) officersprovided that Seller first reimburses Buyer for the cost of obtaining such reports, employeesstudies and results. All information so learned by Buyer shall be kept in confidence pending the Closing. If the Closing does not take place for any reason, Buyer shall keep such information in confidence thereafter (unless and other personnel, (iiuntil such information otherwise is or becomes public knowledge through no fault of Buyer) assets and (iii) shall promptly return to Seller all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestmaterials so provided by Seller; provided, however, that the Acquired Companies foregoing shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any prohibit Buyer from utilizing such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company materials in connection with the Offerexercise of its rights hereunder. Buyer shall indemnify, defend and hold harmless Seller from any damage or injury caused by Buyer’s or Buyer’s agents’ negligence or willful misconduct while reviewing Seller’s books and records at the Merger or any Property. The foregoing provisions shall survive the termination of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon From the date hereof until the Closing Date, each Selling Shareholder, severally and not jointly, shall cause the Company to (i) afford Purchaser and its authorized representatives reasonable advance written noticeaccess to all books, records, offices and subject other facilities of the Company, its Subsidiaries and (to applicable logistical restrictions the extent within the control of any of the Company, its Subsidiaries, or limitations as a result of COVID-19 such Selling Shareholder or any COVID-19 Measures, of its Affiliates) the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementKSO Unit, to the Acquired Companies’ (i) officers, employees, Assets and other personnel, to personnel and suppliers of each of the Company and its Subsidiaries (ii) assets permit Purchaser to make such inspections (including making such reasonable investigations and assessments, as Purchaser deems necessary or appropriate in its sole and absolute discretion) of the condition of 60 <PAGE> such properties or the business conducted there and to make copies of such books and records as it may reasonably require and (iii) furnish Purchaser with such financial and operating data and other information as Purchaser may from time to time reasonably request. Purchaser and its authorized representatives shall use reasonable efforts to conduct all books such inspections in a manner that will minimize disruptions to the business and recordsoperations of the Company, and, during such periodits Subsidiaries and the KSO Unit. Notwithstanding the foregoing, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or disclose to disclose Purchaser any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; which would prejudice AriaWest's claims and defenses in the Arbitration Proceeding (as reasonably determined by the Selling Shareholders) and (ii) jeopardize protections afforded which would not be material to any a purchaser of the Acquired Companies under Sale Shares but for the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Arbitration Proceeding. (b) Parent From the date hereof and at all times thereafter, except as otherwise provided herein, each of the Selling Shareholders and Purchaser shall, and shall (in the case of the Selling Shareholder severally and not jointly) use its reasonable efforts to cause the consultants, advisors and representatives of the Company and its Subsidiaries to, treat the terms of the Transaction Documents and all nonpublic, confidential or proprietary information concerning the Company, its Subsidiaries and the Company hereby acknowledge and agree KSO Unit as strictly confidential (except to continue the extent such information is requested to be bound disclosed by judicial or administrative process or, in the Confidentiality Agreement. All information provided by or on behalf reasonable opinion of the Acquired Companies pursuant disclosing party, by other requirements of law), provided that (i) prior to this Agreement or obtained by Parent the Closing, Purchaser may use and its representatives pursuant to Section 6.5(a) shall be treated as confidential disclose such information in connection with Purchaser's evaluation of the Acquired Companies for purposes Transactions, including evaluation of the Confidentiality Agreementacquisition of the Sale Shares, negotiation of the Transaction Documents, preparation and circulation of any disclosure, notice or other materials in connection with Purchaser's meeting of shareholders and obtaining any other required Consents and (ii) as and from the Closing Date Purchaser shall not be subject to any such limitation. Each of the Selling Shareholders shall (as and from the 61 <PAGE> Closing Date), and shall (severally and not jointly) use its reasonable efforts to cause such Selling Shareholder's consultants, advisors and representatives to, refrain from using or disclosing such information, except (A) to the extent requested to be disclosed by judicial or administrative process or by other requirements of law, (B) as required for internal reporting or archival purposes or (C) for use in any Proceeding.

Access; Confidentiality. (a) Upon reasonable advance written notice, From and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between after the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ Company Bank shall (i) officersgive Parent Bank and its authorized representatives, employeesupon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other personnel, facilities and properties of Company Bank and the Company Bank Subsidiaries and (ii) assets permit Parent Bank to make such copies and (iii) all books inspections thereof, upon reasonable advance notice and recordsduring regular business hours, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent Bank may reasonably request; provided, however, that any such access shall be conducted at Parent Bank’s expense, at a reasonable time, under the Acquired Companies supervision of Company’s or Company Bank’s personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere with the normal operations of the business of Company Bank. Nothing herein shall not be required to permit require either Company, Company Bank or any inspection or other access, or Company Bank Subsidiary to disclose any information to the extent Parent Bank if such disclosure in the reasonable judgment of the Company could: would (i) result in the disclosure of jeopardize any trade secrets of Third Parties; attorney-client or other legal privilege or (ii) jeopardize protections afforded contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Company, Company Bank or any Affiliate of either is a party). With respect to personnel information relating to Company Bank’s employees, Company Bank shall cooperate with Parent Bank in providing such information sufficiently in advance of the Acquired Companies under Closing Date to assist Parent Bank in commencing the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially administration of its payroll, employee benefits and adversely interfere with the conduct other employee programs as of the Acquired Companies’ business; and provided further that any such Closing Date with respect to Company Bank employees. Company Bank’s cooperation shall include affording Parent Bank reasonable access shall be afforded and any such information shall be furnished solely at Parentto Company Bank’s expense. All requests for access pursuant to this Section 6.5(a) must be directed employees prior to the Chief Legal Officer Closing Date during normal business hours (on terms not unreasonably disruptive to Company Bank’s business and operations) or at other reasonable times for purposes of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent conducting employee orientation and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)similar meetings. (b) The Confidentiality Agreement shall be binding on the parties hereto and in full force and effect until the Closing, at which time it shall terminate only with respect to information relating solely to Company Bank and/or one or more Company Bank Subsidiaries. The information contained herein, in the Disclosure Schedule or delivered to Parent Bank or its authorized representatives pursuant hereto and the Company terms and existence of this Agreement and the status of the transactions contemplated hereby acknowledge and agree to continue shall be deemed to be bound by Evaluation Material (as defined and subject to the exceptions contained in the Confidentiality Agreement. ) until the Closing. (c) All information provided disclosed by Parent or Parent Bank to Company or any of its representatives, whether prior or subsequent to the date of this Agreement including any information obtained by Company or its representatives from, or on behalf of of, Parent or Parent Bank shall be kept confidential by Company and its representatives, except as required by Law, to the Acquired Companies pursuant same extent and subject to this Agreement or obtained by the same use restrictions as apply to Parent, Parent Bank and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of under the Confidentiality Agreement. (d) Notwithstanding the foregoing, the parties hereto and their respective Affiliates and representatives are each hereby expressly authorized to disclose to any and all Persons, without limitation of any kind, the structure and tax aspects of this Agreement and all material of any kind (including opinions or other tax analyses) that are provided to such Person related to such structure and tax aspects and it is hereby confirmed that such Persons have been so authorized since the commencement of discussions between the parties and their respective representatives regarding this Agreement.

Access; Confidentiality. (a) Upon Seller agrees to permit Buyer and its Representatives to have, during the period from the date hereof to the Closing Date, reasonable access to the premises, books and records relating to the Business and the Purchased Assets during normal business hours. Seller agrees to make available to Buyer upon reasonable advance notice and during normal business hours, the employees of Seller involved in the conduct of the Business and the operation of systems, as Buyer may reasonably request, provided that such availability shall not unreasonably interfere with the normal operations of Seller. Seller shall furnish Buyer with such financial and operational data and other information relating to the Business as Buyer shall from time to time reasonably request and shall reasonably cooperate with Buyer with respect to Buyer’s need to plan for and coordinate the integration of the Purchased Assets and to prepare to undertake its obligations under the Ancillary Agreements. (b) Buyer agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 5.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of Applicable Law, and other exceptions set forth in the Confidentiality Agreement, Buyer will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 5.02 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (1) was already known to such party, (2) becomes available to such party from other sources not known by Buyer to be bound by a confidentiality obligation, (3) is disclosed with the prior written noticeapproval of Seller or (4) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement will otherwise fail to be consummated, Buyer will promptly cause all copies of documents or extracts thereof containing information and data as to Seller, to be returned to Seller at Buyer’s expense, or (at Seller’s option) confirm in writing to Seller that it has completely destroyed all such copies, documents, extracts, information and data. (c) In addition to the confidentiality arrangements contained in this Agreement, all information provided or obtained in connection with the transactions contemplated by this Agreement (including pursuant to clause (a) above) will be held by Buyer in accordance with and subject to applicable logistical restrictions the terms of the Confidentiality Agreement, dated August 28, 2012, between Buyer and Seller (the “Confidentiality Agreement”). In the event of a conflict or limitations as a result inconsistency between the terms of COVID-19 or any COVID-19 Measuresthis Agreement and the Confidentiality Agreement, the Company terms of the Confidentiality Agreement will govern. (d) Seller agrees that following the Closing Date, Buyer and its Representatives shall afford Parent and Parent’s representatives have reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, to the Acquired Companies’ books, records, documentation, manuals, files and other information or data of Seller to the extent they relate to the Business or Purchased Assets or Assumed Liabilities during the period prior to the Closing Date (and shall permit such Persons to examine and copy such books, records, documentation, manuals, files and other information or data of Seller to the extent reasonably requested by such party), and shall cause the officers and employees of Seller to furnish (to Buyer or any of its Affiliates, or any regulator of Buyer or any of its Affiliates) all information reasonably requested by, and otherwise cooperate with (including, without limitation, causing employees to assist Buyer or any of its Affiliates by requiring such employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors) Buyer with respect to the Business, Purchased Assets or Assumed Liabilities, in connection with regulatory compliance, indemnification claim verification, pending or threatened litigation, financial reporting and tax matters (including financial and tax audits and tax contests) and other similar business purposes. During the period required under the longer of Buyer’s record retention policy or Seller’s record retention policy, Seller shall not destroy or dispose of or permit the destruction or disposition of any such books, records, documentation, manuals, files and other information or data without first offering, in writing, at least sixty (60) days prior to such destruction or disposition to surrender them to Buyer. (e) Buyer agrees that following the Closing Date, Seller and its Representatives shall have reasonable access, during normal business hours, to the books, records, documentation, manuals, files and other information or data of Buyer to the extent they relate to the Purchased Assets or Assumed Liabilities during the period prior to the Closing Date (and shall permit such Persons to examine and copy such books, records, documentation, manuals, files and other information or data of Seller to the extent reasonably requested by such party), and shall cause the officers and employees of Buyer to furnish (to Seller or any of its Affiliates, or any regulator of Seller or any of its Affiliates) all information reasonably requested by, and otherwise cooperate with (including, without limitation, causing employees to assist Seller or any of its Affiliates by requiring such employees to avail themselves for trial, depositions, interviews and other Action-related litigation endeavors) Seller with respect to the Purchased Assets or Assumed Liabilities, in connection with regulatory compliance, indemnification claim verification, pending or threatened litigation, financial reporting and tax matters (including financial and tax audits and tax contests) and other similar business purposes. During the period required under the longer of Buyer’s record retention policy or Seller’s record retention policy, Buyer shall not destroy or dispose of or permit the destruction or disposition of any such books, records, documentation, manuals, files and other information or data without first offering, in writing, at least sixty (60) days prior to such destruction or disposition to surrender them to Seller. (f) Buyer acknowledges that, in connection with the transfer of the Purchased Assets, and in particular Files and Records and electronically stored data, some portion of such Files and Records and electronically stored data will include information and data that is not part of the Purchased Assets. To the extent that this data is subject to privacy or other similar regulations, restrictions or rules, Buyer agrees: (i) officers, employees, to maintain all of such information and other personnel, data in confidence; (ii) assets not to utilize such data for any purpose whatsoever; and (iii) all books upon request of Seller, where such information is identified, to transfer and records, and, during return such period, the Company shall furnish promptly data to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information Seller to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)reasonably practical. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Subject to the Confidentiality Agreement and subject applicable Law relating to applicable logistical restrictions or limitations as a result the sharing of COVID-19 or any COVID-19 Measuresinformation, the Company agrees to and shall afford Parent cause its Subsidiaries to provide Parent, Carve-out Buyer and Parent’s representatives reasonable accesstheir respective Representatives (including the Financing Sources), during normal business hours between the date of this Agreement and from time to time prior to the earlier of the Acceptance Effective Time and or the date of termination of this Agreement, reasonable access (which, in the case of unaffiliated third party Representatives, shall require the use of reasonable best efforts to the Acquired Companies’ provide such access) during normal business hours to (i) the Company’s and its Subsidiaries’ senior executives, independent auditors, officers, employees, Representatives, properties, commitments, Contracts, books and other personnelrecords, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business other information as Parent may or Carve-out Buyer shall reasonably request; provided, howeverin each case, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent reasonably required to consummate the Transactions (provided, that Parent, Carve-out Buyer and their respective Representatives shall conduct any such disclosure activities in such a manner as not to interfere unreasonably with the reasonable judgment business or operations of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially Company, and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such no access shall be afforded and granted to conduct any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company environmental or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer intrusive sampling or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions testing without the Company’s prior written consent in its sole discretion), and (which consent iii) such other information as Parent may reasonably request relating to the repositioning process with the works council in Germany. The foregoing notwithstanding, the Company shall not be unreasonably withheldrequired to afford such access if the Company determines, conditioned in its reasonable best judgment (after consultation with outside counsel), it would cause a violation of an obligation of confidentiality pursuant to an agreement to which the Company or delayedany of its Subsidiaries is a party so long as the Company shall have used reasonable best efforts to obtain the consent of such third party to such access, would cause a risk of a loss of attorney-client privilege to the Company or any of its Subsidiaries, or that is competitively sensitive information (provided that the Company will reasonably cooperate with Parent and/or Carve-out Buyer to provide such access, including by entering into a joint defense agreement or “clean team” or similar agreement, with Parent or Carve-out Buyer if requested with respect to any such information). (b) Parent , would cause a risk of a loss of trade secret protection to the Company or its Subsidiaries or would constitute a violation of any applicable Law. Each of Parent, Carve-out Buyer and the Company hereby acknowledge agrees that until the Effective Time, all information provided to it or any of its Representatives in connection with this Agreement and agree to continue the consummation of the Transactions shall be deemed to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent Confidential Information, as such term is used in, and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of in accordance with, the Confidentiality Agreement.

Access; Confidentiality. (a) Upon During the Pre-Closing Period, Omega and the Direct Sellers shall, and shall cause the Target Companies to, subject to applicable Laws and upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result at any Buyer Party’s reasonable request for purposes of COVID-19 or any COVID-19 Measurespreparing for the Buyers’ operation of the Business following the US/NL Closing and, if applicable, the Company shall JV Holdco Closing, afford Parent and Parentsuch Buyer Party’s representatives Representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, to the Acquired properties, books and records, contracts, personnel, accountants, business and operations of Omega and its Subsidiaries, including the Target Companies’ , to the extent relating to the Business and separate from the properties, assets, books and records, documents and data relating solely to any other businesses of Omega or any of its Affiliates; provided that (i) officers, employees, and other personnelsuch access shall not include any right to conduct environmental sampling or testing of any kind at any of the Target Real Property, (ii) assets all access and furnishing of information contemplated by this Section 4.7 shall be conducted at such Buyer Party’s sole expense, in compliance with Law and in such a manner as not to interfere unreasonably with the normal operations of Omega or the Target Companies and (iii) such access shall be coordinated through Omega personnel that may be designated by Omega from time to time (and, for the avoidance of doubt, no access shall be coordinated through any Person who is employed by any of the Target Companies). Omega shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by Section 4.7(a). During the Pre-Closing Period, Omega will promptly provide each Buyer Party with copies of all pleadings, filings or material correspondence filed, delivered or received by Omega or any of its Affiliates, and such other information as any Buyer Party may reasonably request, in connection with or in relation to the Specified Action; provided that, for the avoidance of doubt, any such copies, materials or information will be deemed “Confidential Information” under, and subject to the terms and conditions of, the Confidentiality Agreement. (b) During the Pre-Closing Period, Parent shall, and shall cause its Subsidiaries to, subject to applicable Laws and any obligations of confidentiality by which Parent or any of its Subsidiaries are bound, and upon reasonable advance notice and at Omega’s reasonable request for purposes of preparing for ownership of the US/NL Equity Consideration Shares and the JV Holdco Equity Consideration Shares (as applicable), afford Omega’s Representatives reasonable access, during normal business hours, to the properties, books and records, andcontracts, personnel, accountants, business and operations of Parent and its Subsidiaries, taken as a whole; provided that (i) such access shall not include any right to conduct environmental sampling or testing of any kind at any real property of Parent or its Subsidiaries, (ii) all access and furnishing of information contemplated by this Section 4.7 shall be conducted at Omega’s sole expense, in compliance with Law and in such a manner as not to interfere unreasonably with the normal operations of Parent or its Subsidiaries and (iii) such access shall be coordinated through Parent personnel that may be designated by Parent from time to time. Parent shall have the right to have one or more of its Representatives present at all times during any examinations, discussions or contacts contemplated by Section 4.7(b). (c) Following the US/NL Closing, and for so long as the Omega Standstill Parties continue to own US/NL Equity Consideration Shares, JV Holdco Equity Consideration Shares and/or Offered Securities issued pursuant to the Participation Right or Parent Shares acquired in accordance with Section 4.25(a)(i) representing (in the aggregate) at least five percent (5%) of the then-issued and outstanding Parent Shares, Parent shall, subject to applicable Laws and any obligations of confidentiality by which Parent or any of its Subsidiaries are bound, promptly deliver or cause the prompt delivery of all such periodinformation as may reasonably be required by Omega in order for Omega to disclose and report on its equity stake in Parent in its financial statements in accordance with applicable Laws. Omega shall reasonably request any such information in writing, and shall stipulate a date and time by which such information is required (affording Parent a reasonable period within which to gather and consolidate the Company required information), and Parent shall use commercially reasonable efforts to comply with such request within the stipulated timing. (d) All information exchanged pursuant to Section 4.7(a) or Section 4.7(b) shall be governed by the terms of the Confidentiality Agreement, as amended by this Section 4.7(d). Parent and Omega hereby agree that (i) Recipient Representatives (as defined in the Confidentiality Agreement) shall be deemed to include any Representative of any Buyer Party engaged by such Buyer Party in connection with the Purpose (as defined in the Confidentiality Agreement), and (ii) Omega shall not be required to provide any access, or furnish promptly to Parent all any information, if doing so would (A) require disclosure of any material trade secrets (other than disclosure to the Target Companies), (B) jeopardize the attorney-client or other legal privilege or (C) conflict with or contravene any Law (including financial and operating data, concerning Laws relating to Personal Information) by which any of its business as Parent may reasonably requestor their assets or properties are bound; provided, however, that in such instances Omega shall promptly inform the Acquired Companies applicable Buyer Party of the general nature of the information being withheld and, upon such Buyer Party’s request, reasonably cooperate with such Buyer Party to provide such access or furnish such information, in whole or in part, in a manner that would not cause any competitive harm, jeopardize any such privilege or conflict with any such Law (including by providing information pursuant to a “clean team” arrangement). Parent and Omega agree that their respective obligations under the Confidentiality Agreement, as amended by this Section 4.7(d), shall not be required continue and remain in effect until the last to permit any inspection occur of the US/NL Closing or other accessJV Holdco Closing, or to disclose any information upon which such obligations shall expire. In the event that this Agreement is terminated pursuant to the extent terms hereof prior to the US/NL Closing, the Confidentiality Agreement, as amended by this Section 4.7(d), shall remain in full force and effect in accordance with its terms, or, if later, for one (1) year from the date of such disclosure in termination. (e) Notwithstanding anything to the reasonable judgment contrary contained herein or otherwise, from the date of this Agreement to the earlier of the Company could: (i) result in US/NL Closing and the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access date on which this Agreement is terminated pursuant to this Section 6.5(a) must be directed to 7.1, without the Chief Legal Officer prior written consent of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryOmega, Parent and Merger Sub each Buyer Party shall not, and shall cause their respective representatives its Affiliates and its Representatives not to, contact any partnerPerson known by such Buyer Party and its Affiliates and Representatives to be a distributor, licensorsupplier, licensee, vendor or customer or supplier partner of Omega or any of its Subsidiaries (including the Target Companies) regarding the business, operations, assets, financial condition or prospects of the Company Target Companies or this Agreement or the Transactions; provided, however, that nothing in this Section 4.7(e) shall restrict any communications in the ordinary course of business that are unrelated to the Transactions or any general market diligence. (f) Other than in connection with the OfferTransactions or the performance of any obligations or the exercise of any rights or remedies under this Agreement, the Merger or any of the other Transactions without Transaction Documents, the CompanyTransition Services Agreement, the Shared Services Agreements or any other Contracts entered into with respect to the Overhead and Shared Services or Intellectual Property, until the five (5) year anniversary of the last to occur of the US/NL Closing or the JV Holdco Closing, Omega and the Direct Sellers shall not, and Omega and the Direct Sellers shall cause the Omega Companies and their and their respective Affiliates and Representatives not to, divulge or convey to any Person, or use, any Target Confidential Information; provided, however, that any of the Omega Companies and their respective Affiliates and Representatives may furnish such portion (and only such portion) of Target Confidential Information as such Person reasonably determines (after consultation with counsel) they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Target Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent permissible under applicable Law, the recipient notifies Parent of the existence, terms and circumstances surrounding such request and consults with Parent on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Target Confidential Information as it reasonably determines (after consultation with counsel) it is legally obligated to disclose; and (iv) if so requested by Xxxxxx, the recipient cooperates with Parent and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Target Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order; provided, further, that the Omega Companies and their respective Affiliates and Representatives may disclose Target Confidential Information to one another (including to their respective Representatives) to the extent necessary for any legal, accounting, Tax or regulatory matters relating to any of the Omega Companies, and to any Tax Authority to the extent necessary for any Tax matters relating to any of the Omega Companies. Any cooperation or other exercise of efforts pursuant to the foregoing clause (iv) shall be undertaken at Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)sole cost and expense. (bg) Parent From and after the Company hereby acknowledge last to occur of the US/NL Closing or the JV Holdco Closing until the five (5) year anniversary of the last to occur of the US/NL Closing or the JV Holdco Closing, each Buyer Party shall not, and agree shall cause its Affiliates (including the Target Companies) and its and their respective Representatives not to, divulge or convey to continue any Person, or use, any Omega Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Omega Confidential Information as such Person reasonably determines (after consultation with counsel) they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Omega Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent permissible under applicable Law, the recipient notifies Omega of the existence, terms and circumstances surrounding such request and consults with Omega on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Omega Confidential Information as it reasonably determines (after consultation with counsel) it is legally obligated to disclose; and (iv) if so requested by Omega, the recipient cooperates with Omega and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Omega Confidential Information required to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies disclosed pursuant to this Agreement a subpoena, civil investigative demand or obtained by Parent and its representatives order. Any cooperation or other exercise of efforts pursuant to Section 6.5(athe foregoing clause (iv) shall be treated as confidential information undertaken at Omega’s sole cost and expense. (h) For a period after the later of the Acquired US/NL Closing Date and the JV Holdco Closing Date commensurate to the period of time that Parent preserves and retains its own corporate, accounting, legal, auditing, human resources and other books and records (in each case, as applicable, the “Retention Period”) (but in no event for a period of less than three (3) years after the later of the US/NL Closing Date and the JV Holdco Closing Date), Parent shall, and shall cause the Target Companies to, (i) preserve and retain all corporate, accounting, legal, auditing, human resources and other books and records of each Target Company relating to the conduct and operations of the Business prior to the later of the US/NL Closing Date and the JV Holdco Closing Date (including any documents relating to any governmental or non-governmental Actions, collectively the “Target Records”) and (ii) subject to the penultimate sentence of Section 5.3, afford to Omega and Omega’s accountants, counsel and other Representatives reasonable access to inspect and copy during regular business hours, upon reasonable advance notice, any such Target Records and reasonable access to the employees of the Target Companies who have prepared such Target Records (including for purposes of allowing Omega and its Affiliates to comply with audit requirements pursuant to applicable Law); provided (A) such Target Records shall only be requested by Omega for legitimate business purposes, which shall exclude disputes between the Confidentiality Agreementparties arising under this Agreement (to which the rules of discovery shall apply) and (B) such access shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Buyer Parties or the Target Companies. The Buyer Parties and the Target Companies (or their respective successors and assigns) shall be entitled to destroy or dispose of the Target Records prior to the expiration of the applicable Retention Period only if the applicable Buyer Party is effecting such destruction in compliance with the Target Companies’ document retention policies in effect as of immediately prior to the later of the US/NL Closing Date and the JV Holdco Closing Date. (i) At or promptly following the later of the US/NL Closing Date and the JV Holdco Closing Date, Omega shall assign to Parent, or cause to be assigned to Parent, its (or its applicable Affiliate’s) rights (other than rights with respect to standstill provisions) under any confidentiality agreements entered by Omega or its Affiliates with a third party in connection with the potential Transactions, to the extent such confidentiality agreements permit such assignment.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, STI shall cause the US Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of US Company Subsidiaries and SBV shall cause the Acceptance Time BVI Company and the date of termination of this Agreement, BVI Subsidiaries prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and each of its respective authorized representatives reasonable access to all books, employeesrecords, personnel, offices and other personnelfacilities and properties of the Companies, (ii) assets permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) all books and records, and, during cause the member or officers of each Company to furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its data and other information with respect to the business and properties of each Company as Parent Purchaser may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and conducted at a reasonable time under the reasonable supervision of any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company personnel of the Seller Parties or another person designated the Companies and in writing by such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere with the normal operation of the business of any Seller Party or Company. Notwithstanding anything herein to the contrarycontained in this or any other agreement between Purchaser, Parent and Merger Sub the Seller Parties executed prior to the date hereof, no Company, Seller Party or any Affiliate of the Seller Parties shall nothave any obligation to make available to Purchaser, and shall cause Parent or any of their respective representatives, or provide Purchaser, Parent or any of their respective representatives not towith, contact any partnerconsolidated, licensor, licensee, customer combined or supplier of the Company in connection with the Offer, the Merger unitary Tax Return filed by any Seller Party or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheldits Affiliates or predecessors, conditioned or delayed)any related material. (b) Parent The provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, in the Company hereby acknowledge and agree Disclosure Schedule or delivered to continue Purchaser or their respective authorized representatives pursuant hereto shall be deemed to be bound by “Confidential Information” (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. All information Except as otherwise provided by in Section 5.5 or on behalf in this Section 5.2(b), each of Purchaser and Parent shall cause its consultants, advisors and representatives to treat the Acquired Companies pursuant to terms of this Agreement after the date hereof as strictly confidential (unless compelled to disclose by judicial or obtained administrative process or, in the opinion of legal counsel, by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information other requirements of law). Notwithstanding the Acquired Companies for purposes foregoing or any other provision of the Confidentiality Agreement, each of Parent, Purchaser and the Seller Parties shall be permitted to disclose the tax treatment and tax structure of the transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure).

Access; Confidentiality. (a) Upon reasonable advance written noticePrior to the Closing, Seller shall permit, and subject cause the Acquired Companies to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measurespermit, the Company shall afford Parent Purchaser and Parent’s its representatives to have reasonable access, during normal regular business hours between and upon reasonable advance notice to Seller, to the date assets and properties of this Agreement the Acquired Companies and the earlier Books and Records, as well as reasonable access to the employees, advisors and counsel of the Acceptance Time Seller and the date of termination of this AgreementAcquired Companies, to the extent not prohibited by applicable Law or Seller’s or the Acquired Companies’ privacy policies, for any reasonable business purpose relating to this Agreement or any Ancillary Agreement; provided that any Books and Records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible. In exercising its rights hereunder, Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of Seller’s or the Acquired Companies’ businesses. (b) As of the date hereof, Purchaser’s obligations to the Acquired Companies pursuant to the Confidentiality Agreement shall terminate, except that the non-solicitation and any applicable non-hire provisions shall continue until the Closing Date, at which time they shall terminate. (c) Following the Closing, without limiting the obligations of Purchaser to provide access pursuant to Section 2.3(b), to the extent not prohibited by applicable Law, Purchaser shall (i) officers, employees, permit Seller and other personnel, (ii) assets and (iii) all books and records, andits Affiliates, during such periodregular business hours and upon reasonable advance notice to Purchaser, through their representatives, the Company shall furnish promptly right to Parent all information, including financial examine and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment make copies of the Company could: (i) result in Books and Records concerning the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any business of the Acquired Companies under prior to the attorney-client privilege Closing for any reasonable business purpose relating to this Agreement or any Ancillary Agreement, including the preparation or examination of Seller’s and its Affiliates’ governmental, regulatory and Tax filings and financial statements and the conduct of any litigation, arbitration or dispute resolution, whether pending or threatened, concerning the business of the Acquired Companies prior to the Closing and the transactions contemplated by this Agreement or the attorney work product doctrineAncillary Agreements; and (iiiii) violate any maintain the Books and Records for the foregoing examination and copying for a period of not less than seven (7) years following the Closing (or longer if required by applicable Law; or (iv) materially ). Access to the Books and adversely Records shall be at Seller’s sole cost and expense and may not unreasonably interfere with the conduct of Purchaser’s or its Affiliates’ businesses. Notwithstanding the foregoing, any and all such Books and Records may be destroyed by Purchaser after the seventh (7th) anniversary of the Closing Date (or longer if required by applicable Law). (d) Following the Closing, to the extent not prohibited by applicable Law, Seller shall (i) permit Purchaser and its Affiliates, during regular business hours and upon reasonable advance notice to Seller, through their representatives, the right to examine and make copies of the Historical Books and Records for any reasonable business purpose relating to this Agreement or any Ancillary Agreement, including the preparation or examination of Purchaser’s and its Affiliates’ governmental, regulatory and Tax filings and financial statements and the conduct of any litigation, arbitration or dispute resolution, whether pending or threatened, concerning the business of the Acquired Companies’ businessCompanies prior to the Closing and the transactions contemplated by this Agreement or the Ancillary Agreements; and provided further that any such access (ii) maintain the Historical Books and Records for the foregoing examination and copying for a period of not less than seven (7) years following the Closing (or longer if required by applicable Law). Access to the Historical Books and Records shall be afforded at Purchaser’s sole cost and expense and may not unreasonably interfere with the conduct of Seller’s or its Affiliates’ businesses. Notwithstanding the foregoing, any and all such Books and Records may be destroyed by Seller after the seventh (7th) anniversary of the Closing Date (or longer if required by applicable Law). (e) Seller acknowledges that it may receive confidential and proprietary information shall be furnished solely at Parent’s expense. All requests for access of Purchaser and its Affiliates pursuant to actions contemplated or required under the terms of this Section 6.5(aAgreement both before or following the Closing (the “Purchaser Confidential Information”). Information that is (i) must be directed in the public domain through no breach by Seller or its Subsidiaries, (ii) in Seller’s or its Subsidiaries’ possession, to the Chief Legal Officer Knowledge of the Company or another person designated in writing by the Company. Notwithstanding anything herein Seller, free of any obligation of confidence prior to the contraryreceipt of such information, Parent and Merger Sub (iii) received by Seller or its Subsidiaries’ from a third party, to the Knowledge of Seller, without any breach of a confidentiality obligation from such third party to Purchaser or its Affiliates, or (iv) independently discovered or developed by Seller or its Subsidiaries without the use of any Purchaser Confidential Information shall not, in each case, constitute Purchaser Confidential Information. Seller agrees not to disclose, and shall to cause their respective representatives its Subsidiaries not toto disclose, contact the Purchaser Confidential Information to any partnerparty except (A) to its Affiliates, licensoremployees, licenseeofficers, customer or supplier of the Company directors, representatives, and advisors (“Seller Representatives”) who have a need to know such information in connection with the Offer, matters contemplated by this Agreement (the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b“Permitted Use”) Parent and the Company hereby acknowledge and agree to continue who have agreed to be bound by the Confidentiality Agreement. All information provided by or on behalf terms of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.5.1(e),

Access; Confidentiality. (a) Upon reasonable advance written notice, At all times during the period commencing with the execution and subject delivery of this Agreement and continuing until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measuresthe termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent and Parent’s its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access, access during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementhours, upon reasonable notice, to the Acquired Companies’ (i) officersproperties, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, records and personnel of the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestCompany; provided, however, that the Acquired Companies shall not be required Company may restrict or otherwise prohibit access to permit any inspection documents or other access, or to disclose any information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such disclosure documents or information or (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information,; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the reasonable judgment access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company could: (i) result set forth in this Agreement or otherwise impair the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded rights and remedies available to any of Parent and Acquisition Sub hereunder. In the Acquired Companies under event that the attorney-client Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the Acquired Companies’ business; business of the Company and provided further that its Subsidiaries or create a risk of damage or destruction to any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer property or assets of the Company or another person designated any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Nothing in writing this Section 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. (b) The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.8. Except for disclosures expressly permitted by the Company. Notwithstanding anything herein to terms of the contraryConfidentiality Agreement, each of the Company and Parent and Merger Sub shall nothold, and shall cause their respective representatives not toRepresentatives to hold, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of all information received from the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheldparty or its Representatives, conditioned directly or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of indirectly, in confidence in accordance with the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Stock Purchase Closing, the Company shall, and shall cause the earlier of the Acceptance Time and the date of termination of this AgreementCompany's Subsidiaries to, to the Acquired Companies’ (i) give Parent, its officers and a reasonable number of its employees and its authorized representatives, reasonable access at all reasonable times during normal business hours to the agreements, contracts, books, records, analyses, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and its Subsidiaries and their accountants, and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request in writing and use reasonable best efforts to make available at all reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's and (iii) all books its Subsidiaries' business, properties, prospects and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business personnel as Parent may reasonably request. Each of Parent, Merger Sub, the Company and Majority Shareholder shall hold, and shall cause its Representatives to hold non-public information confidential and in accordance with the terms of the Confidentiality Agreements. (b) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to electronically link the Company's financial reporting system to Parent's financial reporting system ("Hyperion"). Access to Hyperion will be provided by Parent's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that neither such installment nor the operation or use by Parent of Hyperion shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Hyperion software to be installed on a computer in the Company's accounting department; provided, however, that the Acquired Companies information retrieved from the Company's financial reporting system will not be made available to persons who are directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent; provided, further, however, that Parent shall not be required to permit any inspection or use such information other access, or to disclose any information to than for purposes of assessing the extent such disclosure in the reasonable judgment financial condition of the Company could: for purposes of the Transactions, and shall not share, provide or sell the information to any third party or use the information in any manner that could reasonably be considered a restraint on competition or result in a violation of any applicable Laws. Any information provided under this Section 7.5(b) shall be subject to the terms of the Confidentiality Agreement. (i) result in Up to and including the disclosure of Stock Purchase Closing Date, Parent or its employees, representatives, engineers, consultants or agents may enter into and upon all or any trade secrets of Third Parties; (ii) jeopardize protections afforded to any portion of the Acquired Companies under Real Property and Club Real Property listed on Exhibit 7.5 in order to investigate and assess, as Parent deems necessary or appropriate in its sole and absolute discretion, the attorney-client privilege environmental condition of such property. The Investigation may include the performance of soil and surface or ground water sampling, monitoring, borings, or testing, Phase II environmental site assessment of such property and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to environmental conditions or Materials of Environmental Concern (together, the attorney work product doctrine; (iii"Environmental Investigation") violate any Law; or (iv) materially relating to the Real Property and adversely interfere Club Property. The Company shall cooperate with the conduct of the Acquired Companies’ business; and provided further that Parent in conducting any such Environmental Investigation, shall allow Parent full access shall be afforded to such Real Property and Club Real Property, together with full permission to conduct any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notEnvironmental Investigation, and shall cause their respective representatives not toprovide to Parent all plans, contact soil or surface or ground water tests or reports, any partnerenvironmental investigation results, licensor, licensee, customer reports or supplier of the Company in connection with the Offer, the Merger assessments previously or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned contemporaneously conducted or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided prepared by or on behalf of the Acquired Companies Company or its predecessors or Majority Shareholder, and all information relating to environmental matters in respect of such Real Property and Club Property that is in the Company's or Majority Shareholder's possession or control, or is reasonably available to the Company or Majority Shareholder or any of its employees, representatives, engineers, consultants or agents. (c) No investigation pursuant to this Agreement Section 7.5 shall affect any representation or obtained warranty made by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementparties hereunder or any indemnification obligation contained in Articles VIII or IX hereof.

Access; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Closing Date or earlier termination of the Agreement in accordance with Article VIII hereof, and subject to applicable logistical restrictions Gaming Laws, Seller and the Acquired Companies shall, and shall cause their respective Representatives to, (i) afford Purchaser’s Representatives, upon reasonable prior written notice, which shall be directed to Seller as set forth in Section 9.1 (or limitations as a result such other officer of COVID-19 or any COVID-19 MeasuresSeller designated in writing), the Company shall afford Parent and Parent’s representatives reasonable access, access during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, agents (including outside accountants and financial advisors), properties, offices and other personnelfacilities, books and records of the Acquired Companies and (ii) assets furnish to Purchaser and (iii) all books and records, and, during its Representatives such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business data and other information as Parent such Persons may reasonably requestrequest concerning the Shares (or, following the Conversions, the Purchased Interests), the Business and the operations of the Acquired Companies; provided, however, that (y) Purchaser shall have no right to perform any invasive, subsurface, destructive or physical testing, sampling or other environmental investigation of any properties or facilities owned or operated by the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the CompanySeller’s prior written consent (which consent may be withheld in Seller’s sole discretion), and (z) neither Seller nor any of the Acquired Companies shall be required to violate any Order or Law to which Seller or an Acquired Company is subject or to waive any privilege which Seller or an Acquired Company may possess in discharging the obligations pursuant to this Section 5.3, provided, however, that the parties shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not be reasonably likely to cause such privilege to be undermined with respect to such information. Prior to the Closing, without the prior written consent of Seller, Purchaser shall not be contact any suppliers to, or customers of, the Company (except to the extent such communications are limited to suppliers and customers of Purchaser or its Affiliates, and then only to the extent relating to such supplier’s or customer’s business with Purchaser or its Affiliates). Purchaser and its Representatives shall conduct their investigations pursuant to this provision in such a manner so as not to unreasonably withheld, conditioned or delayed)interfere with the normal operations of the Business. (b) Parent Purchaser and the Company hereby Seller acknowledge and agree that prior to the Closing, the Non-Disclosure Agreement shall remain in full force and effect. If this Agreement is, for any reason, terminated prior to the Closing, the Non-Disclosure Agreement and the provisions of this Section 5.3(b) shall continue in full force and effect unimpaired. Purchaser and Seller agree that, upon Closing, the Non-Disclosure Agreement shall automatically terminate and have no further force or effect. From and after the Closing, subject to be bound by Section 5.5, Seller agrees to treat in confidence all Confidential Information and all other documents, materials and other information regarding the Confidentiality Agreement. All information provided by Acquired Companies, the Business or on behalf the Shares (or, following the Conversions, the Purchased Interests) or which it shall have obtained regarding Purchaser during the course of the Acquired Companies negotiations leading to the consummation of the Contemplated Transactions (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents provided, that Seller may disclose any such documents, materials, and information to the extent required by applicable Law and in such case, to the extent reasonably possible, Seller shall provide Purchaser with notice of such requirement prior to making any disclosure. (c) No investigation pursuant to this ‎Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or obtained by Parent and its representatives pursuant any condition to Section 6.5(a) shall be treated as confidential information the obligations of the parties hereto. (d) As promptly as practicable, but subject to compliance with applicable Gaming Laws, Seller will deliver to Purchaser copies of all license applications and other filings made by any Acquired Companies for purposes Company after the date hereof and before the Closing Date with any Governmental Authority or Gaming Authority with such redactions as are reasonably necessary to protect nonpublic information related to the Seller (other than applications or other filings made by individuals (though the Seller shall provide prompt notice to the Purchaser of such applications or filings being submitted) and routine, recurring applications and filings made in the Confidentiality AgreementOrdinary Course of Business).

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresFrom the date hereof until the Closing, the Company Seller shall afford Parent permit the Acquiror and Parent’s its representatives to have reasonable access, during normal regular business hours between and upon reasonable advance notice of no less than one (1) Business Day , to all the date of this Agreement personnel, properties, Contracts, Tax Returns, the Evamist Books and Records, the Assumed Liabilities or the Evamist Business, and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company Seller shall furnish promptly to Parent all informationthe Acquiror such information in the Seller's possession concerning the Purchased Assets, including financial and operating data, concerning its business the Assumed Liabilities or the Evamist Business as Parent the Acquiror may reasonably request; provided, however, that any such access shall be conducted in a manner as not to unreasonably interfere with the Acquired Companies operation of the Evamist Business and the Seller shall not be required to permit provide any inspection financial, operating or other access, or to disclose any information that is not currently available through the Seller's existing business processes and the creation of which would be unduly burdensome on the Seller. The Seller may redact such portions of its books and records that do not relate to the extent such disclosure Purchased Assets, the Assumed Liabilities or the Evamist Business. The Seller shall instruct its respective employees, counsel and financial advisors to provide reasonable cooperation to the Acquiror in the reasonable judgment its investigation of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Evamist Business. (b) Parent The Seller shall implement procedures to keep confidential, and cause its Affiliates and its and their officers, directors, employees, representatives and advisors to keep confidential, all information relating to the Company hereby acknowledge Purchased Assets, Assumed Liabilities and agree Evamist Business, except as required by Law and except for information which is or becomes generally available to continue to be bound the public other than as a result of a disclosure by the Confidentiality AgreementSeller or its Affiliates and its and their officers, directors, employees, representatives or agents. All The Seller shall not disseminate any such information provided by or on behalf of other than to (c) Information within the Acquired Companies Purchased Assets disclosed to the Acquiror pursuant to this Agreement or obtained by Parent (including in the Seller Disclosure Schedule and its representatives the other Schedules delivered pursuant to Section 6.5(athis Agreement) shall be treated held as confidential information of the Acquired Companies for purposes of Confidential Information (as defined in the Confidentiality Agreement) and shall be subject to the Confidentiality Agreement to the extent such information is Confidential Information as of the date hereof. (d) The parties hereto, or any of their respective Affiliates or any of their respective officers or directors, shall cooperate as may be reasonably required in connection with the investigation and defense of any suit, action, claim, proceeding or investigation, in each case that is adverse to a third party, relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided, however, that the requesting party shall reimburse the non-requesting party promptly for all reasonable out-of-pocket costs and expenses incurred in connection with any such requests, including reasonable legal fees and costs. (e) Following the Closing, for so long as such information is retained by the Seller (which shall be for a period of at least three (3) years), the Seller shall permit the Acquiror and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice, to the Seller and its books, records and personnel to the extent relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business, to the extent such access may reasonably be required: (i) in connection with the preparation of the Acquiror's accounting records or with any audits thereof, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business (other than such a suit, claim, action, proceeding or investigation that is adverse to the Seller) or (iii) in connection with any required regulatory filing relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided that the Acquiror shall reimburse the Seller promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by the Seller in connection with any such request. Notwithstanding the foregoing, the Seller need not disclose to the Acquiror any information: (i) relating to pricing or other matters that are highly sensitive if (I) providing such portions of documents or information, in the good faith opinion of the Seller's counsel, would reasonably be expected to result in antitrust difficulties for the Seller and (II) the Seller designates such information as "outside counsel and retained experts only" and discloses such information to Acquiror's outside counsel and retained experts; or (ii) which the Seller is prohibited from disclosing by applicable Law. If any material is withheld by the Seller pursuant to the immediately preceding sentence, the Seller shall inform the Acquiror as to the general nature of what is being withheld. The Seller may redact such portions of such books and records that do not relate to the Purchased Assets, the Assumed Liabilities or the Evamist Business. (f) Following the Closing, for so long as such information is retained by Acquiror (which shall be for a period of at least three (3) years), the Acquiror shall permit the Seller and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice, to the Acquiror and the Books and Records included in the Purchased Assets and the employees of the Acquiror or its Subsidiaries, to the extent that such access may reasonably be required: (i) in connection with the preparation of the Seller's accounting records or with any audits thereof, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business (other than such a suit, claim, action, proceeding or investigation that is adverse to the Acquiror) or (iii) in connection with any required regulatory filing relating to the Purchased Assets, the Assumed Liabilities or the Evamist Business; provided that the Seller shall reimburse the Acquiror promptly for all reasonable and necessary out-of-pocket costs and expenses incurred by the Acquiror in connection with any such request, including reasonable attorney fees and costs. Notwithstanding the foregoing, the Acquiror need not disclose to the Seller any information: (A) relating to pricing or other matters that are highly sensitive if (I) providing such portions of documents or information, in the opinion of the Acquiror's counsel, might reasonably result in antitrust difficulties for the Acquiror and (II) the Acquiror designates such information as "outside counsel and retained experts only" and discloses such information to the Seller's outside counsel and retained experts or (B) which the Acquiror is prohibited from disclosing by applicable Law. If any material is withheld by the Acquiror pursuant to the immediately preceding sentence, the Acquiror shall inform the Seller as to the general nature of what is being withheld. The Acquiror may redact such portions of such Books and Records that do not relate to the Purchased Assets, the Assumed Liabilities or the Evamist Business.

Access; Confidentiality. (a) Upon During the Pre-Closing Period, Seller shall and shall cause its Representatives to, upon reasonable advance written prior notice, give Buyer and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives its authorized Representatives reasonable access, access during normal business hours between to the date Contracts, Books and Records, financial, operating and other information and management and Business Employees of this Agreement the Business and the earlier offices and other facilities and properties of the Acceptance Time Seller and the date of termination of this Agreementits Subsidiaries, in each case to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such periodextent related to the Business, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestAcquired Assets or the Assumed Liabilities; provided, however, that the Acquired Companies Buyer and its Representatives shall not be required to permit interfere unreasonably with the business and operations of Seller. Buyer shall not contact or discuss the transactions contemplated by this Agreement with any inspection service provider of Seller or its Subsidiaries or with any customers, suppliers or other accessbusiness relations of Seller or its Subsidiaries, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contraryeach case, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the CompanySeller’s prior written consent, such consent (which consent shall not to be unreasonably withheld, conditioned or delayed). . The terms of the Confidentiality Agreement shall apply to any information provided to Buyer and its Representatives pursuant to this Section 6.4. Notwithstanding anything to the contrary set forth herein, Seller shall not be required to provide access to, or to disclose information, where such access or disclosure would (a) jeopardize the attorney-client or other legal privilege of Seller, (b) Parent and relate to individual performance or evaluation records, medical histories or other personnel-related information, the Company hereby acknowledge and agree disclosure of which would, in Seller’s good faith opinion, subject Seller or any of its Subsidiaries to continue risk of Liability, (c) contravene any applicable Law or (d) give a third party the right to be bound by terminate or accelerate the Confidentiality Agreement. All information provided by rights under a Contract to which Seller or on behalf any of the Acquired Companies pursuant its Subsidiaries is a party or otherwise bound, it being understood that Seller shall take reasonable actions to this Agreement or obtained by Parent and its representatives pursuant eliminate any such impediments to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementproviding such information.

Access; Confidentiality. (a) Upon reasonable advance written noticePrior to the Closing, Sellers shall, and subject shall cause the PEPL Companies to, permit Acquiror and its financing sources to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives have reasonable access, during normal business hours between and upon reasonable advance notice, to the date properties, books, records, accountants (subject to their availability) and executive-level personnel of Sellers and the PEPL Companies relating to the Business, and shall furnish, or cause to be furnished, to Acquiror, all other information concerning the Business or the PEPL Companies that is available as Acquiror may reasonably request. The foregoing shall entitle Acquiror to conduct Phase I environmental assessments at the properties of the PEPL Companies consistent with ASTM Standard E1527-97 prior to November 16, 1998. Acquiror shall coordinate the schedule of such assessments with Sellers. In connection with any access contemplated by this Section 5.2(a), Acquiror's representatives shall cooperate with Sellers' and PEPL's representatives and shall use their reasonable best efforts to minimize any disruption of the Business. (b) Except as hereinafter provided, without the prior written consent of Acquiror or Sellers, as appropriate, who delivered such information, Evaluation Material will be held in confidence and not disclosed by the receiving party (the "Recipient") or its Representatives or used by the Recipient or its Representatives other than directly or indirectly in connection with consideration of this Agreement and or in connection with the earlier performance of the Acceptance Time and agreements contemplated by Section 5.11 of this Agreement. Except as otherwise expressly provided in this Agreement, the date Recipient further agrees to disclose Evaluation Material only to its Representatives who need to know the Evaluation Material to evaluate the transactions contemplated by this Agreement, or to accomplish the purpose of termination the agreements contemplated pursuant to Section 5.11 of this Agreement, and who are informed of its confidential nature and agree to be bound by the Acquired Companies’ terms of this Section. The Recipient agrees to be fully responsible for any breach of this provision by any of its Representatives. In addition, Acquiror will not provide Evaluation Material to any employee of Acquiror engaged in procurement, contracting of or management of pipeline services or pipeline-related regulatory activities. (ic) officersIn addition, employeesAcquiror and Sellers each agree that it will not for a period of 24 months from the date of the signing of this Agreement, and except as contemplated by Section 5.9(a), employ or attempt to employ or divert an employee of the other personnelparty or any of its affiliates, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies neither Acquiror nor Sellers shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: prohibited from (ia) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that employing any such access shall be afforded employee who contacts Acquiror or Seller, as applicable, on his or her own initiative and without any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company direct or another person designated in writing indirect solicitation by the Company. Notwithstanding anything herein to the contraryAcquiror or Seller, Parent and Merger Sub shall notas applicable, and shall cause their respective representatives (b) conducting generalized solicitations for employees (which solicitations are not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any specifically targeted at employees of the other Transactions without party) through the Company’s prior written consent (which consent shall not be unreasonably withhelduse of media advertisements, conditioned professional search firms or delayed)otherwise. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, On and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, before the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ Closing Date: (i) Purchaser and its authorized representatives will have access to Seller’s premises and to Seller’s books and records and officers, employees, employees and other personnel, agents during customary business hours and upon reasonable notice, (ii) assets Seller’s officers and Parent will furnish and cause Seller’s employees and agents to furnish Purchaser with such financial and operating data and other information with respect to Seller’s business and properties that Purchaser from time to time reasonably requests, and (iii) all books Purchaser may monitor Seller’s operations and recordsconsult with each of Seller’s officers concerning the conduct of Seller’s business, andand Seller will take Purchaser’s recommendations concerning such conduct into consideration, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; providedit being understood, however, that before the Acquired Companies shall not be required to permit any inspection or other accessClosing Date Seller’s business is being operated at Seller’s risk and that Seller will remain in control of Seller before such date, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and except as otherwise expressly provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to by this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement. (b) The parties mutually acknowledge that they may become privy to the other’s Confidential Information, and that communication of such Confidential Information to third parties (whether such communication is authorized by Purchaser or Seller respectively or otherwise) could damage the other’s business. Purchaser, Seller and Parent and the Company hereby acknowledge and therefore mutually agree to take reasonable steps to insure that such information about the Purchaser or Seller, obtained by Seller or Purchaser and Parent, respectively, or any of their respective employees, officers, agents, attorneys, or other accredited representatives, shall remain confidential and not be disclosed or revealed to outside sources except to the extent required by applicable law or pursuant to a court order or to persons under their control, third parties serving as legal, accounting or investment advisors, rating agencies or to lending institutions involved in connection with providing financing for this transaction. Further, if the transactions contemplated by this Agreement are not consummated, no party will use such information in competition with any other party (except to the extent that such information can be shown to have been (i) in the public domain other than as a result of disclosure by the disclosee, (ii) previously known to the disclosee, or (iii) later acquired by the disclosee from other legitimate sources, provided such sources are not known by the disclosee to be bound by any confidentiality agreement with the disclosing party). As used herein “Confidential Information” includes Purchaser’s underwriting guidelines and related policies and criteria and other information not ordinarily known by noncompany personnel, including trade secrets, pricing policy and records, and all other information normally understood to be confidential or otherwise designated as such by Seller or Purchaser or Parent. (c) Purchaser will continue to be bound by the Confidentiality Agreement. All information provided by or on behalf terms and conditions of the Acquired Companies pursuant to this Agreement or obtained by letter agreement between Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality AgreementPurchaser dated September 27, 2007.

Access; Confidentiality. (a) Upon Seller agrees to permit Purchaser and its accountants, counsel and other authorized representatives to have, during the period from the date hereof to the Closing Date, reasonable advance written noticeaccess to the Assets over which Seller has physical control, premises, books and subject records of Seller and its Subsidiaries that relate primarily to applicable logistical restrictions the Business or limitations as a result Assets and personnel of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, Business during normal business hours between the date of this Agreement hours. Seller agrees to make available to Purchaser, upon reasonable advance notice and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such periodnormal business hours, the Company shall furnish promptly to Parent all informationofficers and employees of Seller and its Subsidiaries, including financial and operating data, concerning its business as Parent Purchaser may reasonably request; provided, howeverthat such availability shall not interfere with the normal operations of Seller and its Subsidiaries. Seller shall furnish Purchaser with such financial and operational data and other information with respect to the Business and Assets as Purchaser shall from time to time reasonably request and as are maintained by Seller in the ordinary course of business. Notwithstanding the foregoing, that the Acquired Companies Seller and its Subsidiaries shall not be required to permit Purchaser and its representatives to have access to any inspection documents, portions thereof or other accessinformation which Seller and/or its Subsidiaries are prohibited from disclosing due to confidentiality restrictions, and except as contemplated by Section 6.1 of this Agreement, Seller and Purchaser hereby agree that until the Closing shall occur, Purchaser shall have no right to direct or to disclose any control the Business or its operations. Any information regarding the Business or Assets heretofore or hereafter obtained from Seller or its Subsidiaries by Purchaser or its representatives shall be subject to the extent such disclosure in the reasonable judgment terms of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially Confidentiality Agreement, and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing held by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent Purchaser and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of in accordance with the Acquired Companies for purposes terms of the Confidentiality Agreement, provided, however, that following the Closing, this Section 6.2 and the Confidentiality Agreement shall not prohibit Purchaser from using and providing to third parties such information concerning the Assets or the Business (but not any other assets, liabilities or other information relating to Seller) as it may deem appropriate. From the date hereof through the Closing, Seller will continue to prepare and to promptly provide to Purchaser such management reports and information and financial statements and information as Seller currently prepares in the ordinary course of business.

Access; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Oxford shall, and shall cause the Target Companies to, subject to applicable logistical restrictions or limitations as a result Laws relating to the sharing of COVID-19 or any COVID-19 Measuresinformation and upon reasonable advance notice, the Company shall afford Parent and ParentCambridge’s representatives Representatives reasonable access, during normal business hours between the date of this Agreement hours, to its personnel, properties, books and the earlier records and contracts of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, Target Companies and, during such period, Oxford shall, and shall cause the Company shall Target Companies to, furnish promptly to Parent the other all information concerning the Business, the Target Companies and their properties and personnel as may reasonably be requested by Cambridge; provided that such access shall not include any right to conduct environmental sampling or testing at any of the Oxford Real Property; provided, further, that all access and furnishing of information contemplated by this Section 7.9 shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Oxford or the Target Companies. (b) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall, and shall cause its Subsidiaries to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Oxford’s Representatives reasonable access, during normal business hours, to its personnel, properties, books and records and Contracts and, during such period, Cambridge shall, and shall cause its Subsidiaries to, furnish promptly to the other all information concerning its and their businesses, properties and personnel as may reasonably be requested by Oxford; provided that such access shall not include any right to conduct environmental sampling or testing at any Cambridge real property; provided, further, that all access and furnishing of information contemplated by this Section 7.9(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Cambridge or its Subsidiaries. (c) All information exchanged pursuant to Section 7.9(a) or Section 7.9(b) shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section 7.9, no Party or any of its Subsidiaries shall be required to provide any access, or furnish any information, including financial if doing so would, in such Party’s and operating dataits outside legal counsel’s reasonable judgment, (i) cause significant competitive harm to such Party or any of its Subsidiaries if the Transactions are not consummated or disclose references concerning the valuation of the Transactions, (ii) jeopardize the attorney-client or other legal privilege of such Party or any of its business as Parent may reasonably requestSubsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the assets, or operation of the business, of such Party or any of its Subsidiaries or (B) Contract to which such Party or any of its Subsidiaries is a party or by which any of the its or their assets or properties are bound; provided, however, that in such instances such Party shall promptly inform the Acquired Companies other Party of the general nature of the information being withheld and, upon the other Party’s request, reasonably cooperate with the other Party to provide such access or furnish such information, in whole or in part, in a manner that would not cause any such competitive harm (including by entering in to a “clean team” or similar agreement), jeopardize any such privilege (including by entering into a common interest or joint defense agreement) or conflict with any such Law or Contract. No access provided or information furnished pursuant to Section 7.9(a) or Section 7.9(b) shall not be required to permit any inspection affect the representations, warranties, covenants or other accessagreements of the Parties, or to disclose any information the conditions to the extent such disclosure in the reasonable judgment obligations of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege Parties or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with other remedies available to the conduct of the Acquired Companies’ business; and provided further that any other Party to which such access shall be afforded and any was provided or such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)was furnished. (bd) Parent Cambridge and the Company hereby acknowledge and Oxford agree to continue to be bound by that their respective obligations under the Confidentiality AgreementAgreement shall continue and remain in effect until the Closing, upon which such obligations shall expire. All information provided by or on behalf of In the Acquired Companies event that this Agreement is terminated pursuant to this Agreement or obtained by Parent and its representatives pursuant the terms hereof prior to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of Closing, the Confidentiality AgreementAgreement shall remain in full force and effect in accordance with its terms or, if later, for one (1) years from the date of such termination.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject notice to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 MeasuresSeller, the Company shall afford Parent Purchaser’s officers, employees, counsel, accountants and Parent’s other authorized representatives (“Representatives”) reasonable access, during normal business hours between throughout the date of this Agreement and period prior to the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ (i) Company’s executive officers, employeesproperties, books, contracts and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall furnish promptly to Parent the Representatives all information, including financial and operating data, information concerning its business business, properties, results of operations and personnel as Parent may reasonably requestbe requested; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information Company may restrict the foregoing access to the extent such disclosure that (i) in the reasonable judgment of the Company could: (i) result in the disclosure or Seller, any law, treaty, rule or regulation of any trade secrets of Third Parties; Governmental Entity applicable to the Company or Seller requires Seller or the Company to restrict or prohibit access to any such properties or information, (ii) jeopardize protections afforded to any of in the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer reasonable judgment of the Company or another person designated Seller, the information is subject to confidentiality obligations to a third party, or (iii) disclosure of any such information or document could result in writing by the Companyloss of attorneyclient privilege; provided, however, that with respect to this clause (iii), the Company and/or its counsel shall use their reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to avoid the loss of attorneyclient privilege. Notwithstanding anything herein The parties hereto will hold any such information which is nonpublic in confidence pursuant to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier terms of the Company in connection with confidentiality agreement, previously executed, between Seller and Purchaser (the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed“Confidentiality Agreement”). (b) Parent From and after the Closing, Purchaser and the Company hereby acknowledge shall preserve and agree retain all information and books and records of the Company, including accounting, legal, personnel, auditing and other books and records and any documents relating to continue any governmental or nongovernmental claims, actions, suits, proceedings or investigations with respect to the Company or the Company’s business on or prior to the Closing Date in a manner consistent with Purchaser’s document retention policy. (c) Pending the Closing Date, each of Seller and Purchaser shall, and shall cause his and its employees, representatives and agents to, maintain the confidentiality of the information and materials delivered to them or made available for their inspection pursuant to, or in connection with, this Agreement, except where such information, schedules and other documentation are required to be bound by filed with any governmental authority or to the Confidentiality Agreementextent necessary to fulfill any agreement into which Seller and Purchaser may enter. All information provided by or on behalf If for any reason the transaction is not consummated and does not close, each of the Acquired Companies pursuant to this Agreement or obtained by Parent Seller and Purchaser shall, and shall cause his and its employees, representatives pursuant and agents to, return to Section 6.5(a) Company all such materials in their possession and all copies thereof in whatever form and shall be treated as forever preserve the confidentiality of all such information. Each of Purchaser and Seller acknowledge that the improper disclosure or use of such confidential information is likely to cause competitive harm to Seller (and the Company) or Purchaser that is not amenable to precise measurement or prediction, and consequently agrees that any breach or threatened breach of this covenant may be enforced by injunctive relief or specific performance, as monetary damages alone would be difficult to calculate and is unlikely to fully compensate Seller (and the Acquired Companies for purposes of the Confidentiality AgreementCompany) or Purchaser therefor.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Effective Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, readily available information concerning its business and shall make available its Representatives as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent extent: (i) such disclosure in the reasonable judgment of the Company could: (ia) result in the disclosure of any trade secrets of Third Parties; (iib) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iiid) violate any Law; or (ive) materially and adversely interfere with the conduct of the Acquired Companies’ business; or (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter); and provided further that any the Acquired Companies shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply. Any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. No investigation pursuant to this Section 6.4(a) shall affect any representation or warranty in this Agreement of any party hereto. All requests for access pursuant to this Section 6.5(a6.4(a) must be directed to the Chief Financial Officer or the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which such consent shall not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality AgreementAgreement in accordance with its terms. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.4(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, Except for competitively sensitive information and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measureslegal and contractual restrictions, the Company shall (and shall cause its Subsidiaries to) afford Parent to the Bidder's officers, employees, accountants, counsel and Parent’s other authorized representatives reasonable access, access during normal business hours between upon reasonable notice, throughout the date of this Agreement and period prior to the earlier of the Acceptance Effective Time or the Termination Date, to its properties, offices, employees, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of federal or state securities laws and shall (and shall cause each of its Subsidiaries to) furnish to the Bidder such additional financial and operating data and other information as to its and its Subsidiaries' respective businesses and properties as the Bidder may from time to time reasonably request. The Bidder will make all reasonable best efforts to minimize any disruption to the businesses of the Company and the date of termination of this AgreementCompany's Subsidiaries which may result from the requests for access, data and information hereunder. The Bidder shall afford to the Company's officers, employees, accountants, counsel and other authorized representatives reasonable access during normal business hours upon reasonable notice, to the Acquired Companies’ (i) its officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information records to the extent such disclosure reasonably necessary in connection with the reasonable judgment preparation of the Company could: (i) result Proxy Statement. No investigation pursuant to this Section 4.3 shall affect any representation or warranty in the disclosure this Agreement of any trade secrets of Third Parties; (ii) jeopardize protections afforded party hereto or any condition to any the obligations of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expenseparties hereto. All requests for access pursuant to this Section 6.5(a) must and information shall be directed to the Chief Legal Officer coordinated through designated senior executives of each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)parties. (b) Parent The Bidder will hold all information provided under this Section 4.3 that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated February 27, 2000, between the Company and the Bidder. Except as required by law, the Company hereby acknowledge will hold, and agree will cause its officers, employees, accountants, counsel and other authorized representatives to continue to be bound by the Confidentiality Agreement. All hold, confidential, all information provided by or on behalf of the Acquired Companies and documents obtained pursuant to this Agreement or obtained by Parent Section 4.3 in accordance with the letter dated July 1, 2000 between the Company and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality AgreementBidder.

Access; Confidentiality. (a) Upon Prior to the Closing, Seller shall permit the Purchaser Parties and their representatives to have reasonable access, during regular business hours and upon reasonable advance written noticenotice to Seller, to the properties, appropriate key personnel and Books and Records of the Acquired Companies (including by providing to the Purchaser Parties at their request copies of all required annual and quarterly statutory financial statements filed with the Department following the filing thereof) and, to the extent relating solely to the Acquired Companies, properties, appropriate key personnel and books and records of Seller and its Subsidiaries, to the extent not prohibited by applicable Law or Seller's or the Acquired Companies' privacy policies (as may be amended or modified from time to time), for any reasonable purpose relating to this Agreement; provided that any Books and Records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible. In exercising its rights hereunder, the Purchaser Parties shall conduct themselves so as not to unreasonably interfere in the conduct of Seller's or the Acquired Companies' business. (i) The Purchaser Parties acknowledge that the information and access provided to it pursuant to Section 5.1(a) shall be subject to the terms and conditions of the Confidentiality Agreement. As of the Closing, the Purchaser Parties' obligations under the Confidentiality Agreement related to (i) non-use, non-disclosure and return or destruction of “Evaluation Material” (as defined in the Confidentiality Agreement) to the extent related to the Acquired Companies shall terminate and (ii) non-solicitation and any applicable logistical restrictions non-hire provisions shall terminate with respect to the Transferred Employees. All other provisions of the Confidentiality Agreement shall remain in full force and effect in accordance with their terms. (ii) From and after the Closing, all proprietary or limitations confidential information that pertains to the Acquired Companies and that is in the possession of Seller or its Affiliates prior to the Closing shall be kept confidential by Seller, except (A) pursuant to any Governmental Order, as required in any Action, or as otherwise required by applicable Law, (B) for information that is or becomes generally available to the public other than as a result of COVID-19 a breach of this Section 5.1(b)(ii), (C) to the extent that such information is, following the Closing, acquired by Seller or its Subsidiaries on a non-confidential basis other than as a result of a breach of this Section 5.1(b)(ii)), (D) information that is disclosed following receipt of the written consent of the Purchaser Parties to such disclosure being made or (E) to enforce its rights and remedies under this Agreement. This Section 5.1(b)(ii) is not intended to restrict the ability of Seller or any COVID-19 Measuresof its Affiliates to engage in any business activity that is or may in the future become competitive with any of the businesses conducted or that may be conducted by the Purchaser Parties or any of their respective Affiliates (including, following the Closing, the Company shall afford Parent and Parent’s representatives reasonable accessAcquired Companies). (c) Following the Closing Date, during normal business hours between without limiting the date of this Agreement and the earlier obligations of the Acceptance Time and the date of termination of this AgreementPurchaser Parties to provide access pursuant to Section 2.3(b), to the extent not prohibited by applicable Law or the Acquired Companies’ ' privacy policies (as may be amended or modified from time to time post-Closing), the Purchaser Parties shall (i) officers, employees, permit Seller and other personnel, (ii) assets and (iii) all books and records, andits Subsidiaries, during such periodregular business hours and upon reasonable advance notice to the Purchaser Parties, through their representatives, the Company shall furnish promptly right to Parent all informationexamine and make copies of the Books and Records and otherwise reasonably cooperate with Seller and its Subsidiaries, including by making Transferred Employees with relevant knowledge of the applicable matter available upon reasonable request, for the purpose of preparing or examining Seller's and its Subsidiaries' regulatory and Tax filings and financial statements and operating datathe conduct of any third party litigation or dispute resolution (not involving the Purchaser Parties or any of their respective Affiliates), or regulatory dispute, whether pending or threatened, concerning its the business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under prior to the Closing; provided that any Books and Records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in any such event the attorney work product doctrine; Purchaser Parties shall notify Seller in reasonable detail of the circumstances giving rise to any such privilege or obligation and use commercially reasonable efforts to seek to permit disclosure of such information, to the extent possible, in a manner consistent with such privilege or obligation), and (iiiii) violate any Law; or maintain the Books and Records for the foregoing examination and copying for a period of not less than ten (iv10) materially years following the Closing Date. Access to the Books and adversely Records shall be at Seller's sole cost and expense and may not unreasonably interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Purchaser Parties' or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)their respective Affiliates' businesses. (bd) Parent Following the Closing Date, to the extent not prohibited by applicable Law or Seller's privacy policies (as may be amended or modified from time to time post-Closing), Seller shall (i) permit the Purchaser Parties and the Company hereby acknowledge Acquired Companies, during regular business hours and agree upon reasonable advance notice to continue Seller, through their representatives, the right to be bound examine and make copies of the Seller Books and Records and otherwise reasonably cooperate with the Purchaser Parties and the Acquired Companies, including by making employees of Seller or its Subsidiaries with relevant knowledge of the Confidentiality Agreement. All information provided by applicable matter available upon reasonable request, for the purpose of preparing or on behalf examining the Acquired Companies' regulatory and Tax filings and financial statements and the conduct of any third party litigation or dispute resolution (not involving Seller or any of its Affiliates), or regulatory dispute, whether pending or threatened, concerning the business of the Acquired Companies pursuant prior to this Agreement the Closing; provided that any Seller Books and Records or obtained by Parent other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in any such event Seller shall notify the Purchaser Parties in reasonable detail of the circumstances giving rise to any such privilege or obligation and its representatives pursuant use commercially reasonable efforts to Section 6.5(aseek to permit disclosure of such information, to the extent possible, in a manner consistent with such privilege or obligation), and (ii) maintain the Seller Books and Records for the foregoing examination and copying for a period of not less than ten (10) years following the Closing Date. Access to the Seller Books and Records shall be treated at the Purchaser Parties' sole cost and expense and may not unreasonably interfere with the conduct of Seller's or its Subsidiaries' businesses. (e) Effective at the Closing, Seller hereby assigns to the Purchaser Parties the right under the Seller Confidentiality Agreements to enforce the non-use, non-disclosure and return or destruction of Evaluation Material (as confidential information such term is defined in the Seller Confidentiality Agreements) to the extent related to the Acquired Companies and the non-solicitation and any applicable non-hire provisions with respect to the Transferred Employees, in each case, for the benefit of the Acquired Companies for purposes Companies; provided that Seller retains all other rights and remedies thereunder. Seller expressly disclaims any representation or warranty as to the enforceability of any of the Confidentiality Agreementassigned provisions.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Closing, the Company shall, and shall cause the earlier Company's Subsidiaries to, give Parent, its officers and a reasonable number of its employees and its authorized representatives, reasonable access at all reasonable times during normal business hours to the agreements, contracts, books, records, analyses, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Acceptance Time Company and the date of termination of this Agreementits Subsidiaries and their accountants and accountants' work papers, (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the Acquired Companies’ (i) business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request in writing and use reasonable best efforts to make available at all reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's and (iii) all books its Subsidiaries' business, properties, prospects and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business personnel as Parent may reasonably request; provided, however, that the Acquired Companies information provided or made available will not be provided or made available to Persons who are directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent; provided, further, 49 that Parent shall not use such information other than for purposes of assessing the financial condition of the Company for purposes of the Transactions, and shall not share, provide, make available or sell the information to any third party or use the information in any manner that would reasonably be considered a restraint on competition or result in a violation of any applicable Laws. Parent and the Purchaser agree that any information furnished pursuant to this Section 6.3(a) will be subject to the terms of the Confidentiality Agreement. (b) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to electronically link the Company's financial reporting system to Parent's financial reporting system ("Hyperion"). Access to Hyperion will be provided by Parent's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that neither such installment nor the operation or use by Parent of Hyperion shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Hyperion software to be installed on a computer in the Company's accounting department; provided, however, that the information retrieved from the Company's financial reporting system will not be made available to persons who are directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent; provided, further, that Parent shall not use such information other than for purposes of assessing the financial condition of the Company for purposes of the transactions contemplated by this Agreement, and shall not share, provide or sell the information to any third party or use the information in any manner that could reasonably be considered a restraint on competition or result in a violation of any applicable Laws. Any information provided under this Section 6.3(b) shall be subject to the terms of the Confidentiality Agreement (c) From the date hereof until the Closing Date, the Company shall, and shall cause its Subsidiaries to, take actions reasonably requested by Parent to provide for the inclusion, upon Closing, of all of the Company's and its Subsidiaries' VOI inventory in the FairShare Plus Program of Parent; provided, however, that such cooperation shall not include the incurrence by the Company of any cost or liability in excess of $25,000 (other than costs or liabilities reimbursed in advance by Parent); provided, further, that the Company shall not be required to permit take any inspection or other access, or actions that are reasonably likely to disclose any information to disrupt the extent such disclosure in the reasonable judgment sale of the Company could: Company's VOI inventory and club interests in any material respect unless and until all conditions to Parent's obligation to close under this Agreement have been satisfied or waived. (d) (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access Parent shall be afforded and entitled to conduct reasonable due diligence on any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company Real Property or another person designated in writing any other property managed or operated by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the 50 Company in connection with the Offer, the Merger or any of the other Transactions without Subsidiaries, including land and building systems thereon, including but not limited to, title, the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent interior of any improvements and the Company hereby acknowledge structural elements thereof, and agree to continue to be bound including, but not limited to, a Phase I and Phase II environmental site assessment of such property, including testing and sampling for the presence of any Materials of Environmental Concern, and any other test, analysis or inspection of such property deemed appropriate by the Confidentiality Agreement. All information provided by or on behalf of Parent in the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality AgreementParent's sole discretion.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, readily available information concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent extent: (i) such disclosure in the reasonable judgment of the Company could: (ia) result in the disclosure of any trade secrets of Third Parties; (iib) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iiid) violate any Law; or (ive) materially and adversely interfere with the conduct of the Acquired Companies’ business; or (ii) any such information relates to an Acquisition Proposal, or is included in the minutes of the meetings of the Company Board or its committees and relates to the discussion by the Company Board or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with a specific meeting, or otherwise relating to such subject matter); and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. Any access to the properties of the Acquired Companies shall be subject to their reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Nothing in this Section 6.4 shall be construed to require any Acquired Company to (x) prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available or prepared by the Acquired Companies in the ordinary course of business or (y) disclose any personnel records of such Acquired Company relating to individual performance or evaluation records, medical histories or other personal information if such disclosure would violate applicable Law or subject such Acquired Company to liability. No investigation pursuant to this Section 6.4(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties. All requests for access pursuant to this Section 6.5(a6.4(a) must be directed to the Chief Legal Officer General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the Transactions, nor any partner, licensor, licensee, customer patient, customer, vendor, research organization, manufacturer or supplier of the Company (nor, except as expressly provided in Section 6.3, any regulatory agency), in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent consent, and Xxxxxx and Merger Sub acknowledge and agree that any such contact shall not be unreasonably withheld, conditioned or delayed)arranged by and with a representative of the Company participating. (b) Each of Parent and Xxxxxx Sub agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the Transactions contemplated by this Agreement. (c) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.4(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Stock Purchase Closing, the Company shall, and shall cause the earlier of the Acceptance Time and the date of termination of this AgreementCompany's Subsidiaries to, to the Acquired Companies’ (i) give Parent, its officers and a reasonable number of its employees and its authorized representatives, reasonable access at all reasonable times during normal business hours to the agreements, contracts, books, records, analyses, projections, plans, systems, personnel, commitments, offices and other facilities and properties of the Company and its Subsidiaries and their accountants, and (ii) furnish Parent on a timely basis with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request in writing and use reasonable best efforts to make available at all reasonable times during normal business hours to the officers, employees, accountants, counsel, financing sources and other representatives of the Parent the appropriate individuals (including management personnel, (iiattorneys, accountants and other professionals) assets for discussion of the Company's and (iii) all books its Subsidiaries' business, properties, prospects and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business personnel as Parent may reasonably request. Each of Parent, Merger Sub, the Company and Majority Shareholder shall hold, and shall cause its Representatives to hold non-public information confidential and in accordance with the terms of the Confidentiality Agreements. (b) As soon as practicable after the execution of this Agreement, the Company shall permit Parent to electronically link the Company's financial reporting system to Parent's financial reporting system ("Hyperion"). Access to -------- Hyperion will be provided by Parent's financial reporting staff and the tasks necessary to complete the link to Hyperion will be led by Parent's accounting staff, with the necessary assistance from the Company's accounting staff and other technical staff, if necessary, at no cost to the Company and provided that neither such installment nor the operation or use by Parent of Hyperion shall interfere with or disrupt the normal operation of the Company's business or its financial reporting system or violate any applicable software licenses. Parent will provide the necessary Hyperion software to be installed on a computer in the Company's accounting department; provided, however, that the Acquired Companies information -------- ------- retrieved from the Company's financial reporting system will not be made available to persons who are directly involved in pricing or any other competitive activity at Parent or any Subsidiary of Parent; provided, further, however, that Parent shall not be required to permit any inspection or -------- ------- ------- use such information other access, or to disclose any information to than for purposes of assessing the extent such disclosure in the reasonable judgment financial condition of the Company could: for purposes of the Transactions, and shall not share, provide or sell the information to any third party or use the information in any manner that could reasonably be considered a restraint on competition or result in a violation of any applicable Laws. Any information provided under this Section 7.5(b) shall be subject to the terms of the Confidentiality Agreement. (i) result in Up to and including the disclosure of Stock Purchase Closing Date, Parent or its employees, representatives, engineers, consultants or agents may enter into and upon all or any trade secrets of Third Parties; (ii) jeopardize protections afforded to any portion of the Acquired Companies under Real Property and Club Real Property listed on Exhibit 7.5 in order to investigate and assess, as Parent deems necessary or appropriate in its sole and absolute discretion, the attorney-client privilege environmental condition of such property. The Investigation may include the performance of soil and surface or ground water sampling, monitoring, borings, or testing, Phase II environmental site assessment of such property and any other tests, investigations, audits, assessments, studies, inspections or other procedures relating to environmental conditions or Materials of Environmental Concern (together, the attorney work product doctrine; (iii"Environmental ------------- Investigation") violate any Law; or (iv) materially relating to the Real Property and adversely interfere Club Property. The ------------ Company shall cooperate with the conduct of the Acquired Companies’ business; and provided further that Parent in conducting any such Environmental Investigation, shall allow Parent full access shall be afforded to such Real Property and Club Real Property, together with full permission to conduct any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notEnvironmental Investigation, and shall cause their respective representatives not toprovide to Parent all plans, contact soil or surface or ground water tests or reports, any partnerenvironmental investigation results, licensor, licensee, customer reports or supplier of the Company in connection with the Offer, the Merger assessments previously or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned contemporaneously conducted or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided prepared by or on behalf of the Acquired Companies Company or its predecessors or Majority Shareholder, and all information relating to environmental matters in respect of such Real Property and Club Property that is in the Company's or Majority Shareholder's possession or control, or is reasonably available to the Company or Majority Shareholder or any of its employees, representatives, engineers, consultants or agents. (c) No investigation pursuant to this Agreement Section 7.5 shall affect any representation or obtained warranty made by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementparties hereunder or any indemnification obligation contained in Articles VIII or IX hereof.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, Rexam PLC shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, Subject Companies prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives reasonable access to all books, employeesrecords, personnel, offices and other personnelfacilities and properties of the Subject Companies relating to the Business, (ii) assets permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request and (iii) all books and records, and, during cause the officers of the Subject Companies to furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business data and other information with respect to the Business and the properties of the Subject Companies as Parent Purchaser may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely conducted at Parent’s Purchaser's expense. All requests for access pursuant to this Section 6.5(a) must be directed to , at a reasonable time, under the Chief Legal Officer observation of the Company Subject Companies' personnel and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to interfere with the normal operation of the business of the Subject Companies or another person designated in writing by the CompanyBusiness. Notwithstanding anything herein contained in this Agreement or any other agreement between Purchaser and any Selling Party executed prior to the contrarydate hereof, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offerneither Rexam PLC, the Merger Subject Companies, nor any Affiliate of Rexam PLC shall have any obligation to make available to Purchaser or its representatives, or provide Purchaser or its representatives with, any consolidated, combined or unitary Tax Return filed by Rexam PLC or any of its Affiliates or their respective predecessors, or any related material (provided, that all information used in such Unitary Tax Return that pertains solely to the other Transactions without Subject Companies shall be provided to the Company’s Purchaser). Nothing herein shall require any Selling Party to disclose any information to Purchaser if such disclosure would contravene any applicable laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Selling Party or any Affiliate of a Selling Party is a party but excluding any legal restriction arising solely from the lack of written consent (which consent shall not be unreasonably withheld, conditioned or delayedfrom employees to Purchaser's review of their personnel data outside the European Union). (b) Parent The provisions of the Confidentiality Agreement shall remain binding and in full force and effect. The information contained herein, in the Company hereby acknowledge and agree schedules hereto or delivered to continue Purchaser or its authorized representatives pursuant hereto shall be deemed to be bound by Confidential Information (as defined and subject to the exceptions contained in the Confidentiality Agreement) until the Closing. All information Except as otherwise provided by or on behalf in Section 5.4, Purchaser shall cause its consultants, advisors and representatives to treat the terms of the Acquired Companies pursuant to this Agreement after the date hereof as strictly confidential (unless compelled to disclose by judicial or obtained administrative process or, based upon the advice of legal counsel, by Parent other requirements of law and its representatives pursuant then still subject to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes provisions of the Confidentiality AgreementAgreement to the extent permitted by law).

Access; Confidentiality. (a) Upon MBL shall permit HSB and its representatives reasonable advance written noticeaccess to its properties and make available to them all books, papers and records relating to the assets, properties, operations, obligations and liabilities of MBL, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors (and any committees thereof), and subject members, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants’ work papers, litigation files, plans affecting employees, and any other business activities or prospects in which HSB may have a reasonable interest (provided that MBL shall not be required to applicable logistical restrictions or limitations as a result of COVID-19 provide access to any information that would violate its attorney-client privilege or any COVID-19 Measuresemployee or customer privacy policies, the Company laws or regulations). MBL shall afford Parent make its respective officers, employees and Parent’s agents and authorized representatives reasonable access(including counsel and independent public accountants) available to confer with HSB and its representatives. In addition, during normal business hours between from the date of this Agreement through the Closing Date, MBL shall permit employees of HSB reasonable access to information relating to problem loans, loan restructurings and loan workouts of MBL. The parties will hold all such information delivered in confidence, shall not disclose such information to any other party and shall not use such information for any purpose unrelated to this Agreement and the earlier transactions contemplated herein. (b) MBL shall permit HSB, at its expense, to cause a “phase I” and a “phase II” environmental audit to be performed at any physical location owned or occupied by MBL or on which it has a security interest, provided that the initial phase I audit is contracted for within fifteen days of the Acceptance Time and the date of termination this agreement and commenced as soon as practicable thereafter and that any phase II audit is contracted for within fifteen days of HSB’s receipt of the final phase I report and commenced as soon as practicable thereafter. (c) HSB agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (d) In addition to the access permitted by subparagraph (a) above, from the date of this AgreementAgreement through the Closing Date, MBL shall permit employees of HSB reasonable access to information relating to problem loans, loan restructurings and loan work-outs of MBL. (e) HSB’s executive officers shall be invited and entitled to attend all meetings of the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestboard of directors of MBL; provided, however, that the Acquired Companies shall not no more than two such officers may attend any particular meeting and such individuals may be required excluded from any portions of MBL Board meetings involving discussions relating to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially HSB’s compliance with this Agreement. Board packages and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access notices shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed submitted by MBL to the Chief Legal Executive Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein HSB simultaneously with their submission to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the CompanyMBL’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)board members. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon Between the date hereof until the expiration of the Commitment Period (it being understood that the access provisions hereof shall no longer remain effective with respect to Assets and Unrelated Sellers for which an Applicable Closing shall have occurred), each existing Adeptus Party shall (A) afford MPT and its authorized representatives reasonable advance written noticeaccess to such Adeptus Parties and to all books, records, offices and other facilities of such Adeptus Parties; (B) permit MPT and its authorized representatives to make such inspections and to make copies of such books and records as they may reasonably require, in each case subject to compliance with applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent confidentiality requirements; (C) furnish MPT and Parent’s its authorized representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, and, during with such period, the Company shall furnish promptly to Parent all information, including financial and operating datadata and other information related to the Real Properties, concerning its business the Business, and such Adeptus Parties as Parent the MPT Parties may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required and (D) use their commercially reasonable efforts to cause all Unrelated Sellers to permit the existing MPT Parties and their authorized representatives (including their designated engineers, architects, surveyors and/or consultants), upon reasonable notice to enter into and upon all or any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment portion of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under Real Properties in order to investigate and assess, as such MPT Parties deem necessary or appropriate in their sole and absolute discretion, the attorney-client privilege or Real Properties and to complete their due diligence review with respect to the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct satisfaction all of the Acquired Companies’ business; and provided further that any such access conditions set forth in Section 7.2. The existing Adeptus Parties shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcooperate, and shall use commercially reasonable efforts to cause their respective representatives not tothe Unrelated Sellers to cooperate, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offerexisting MPT Parties and their authorized representatives in conducting such investigations, and shall provide (or use commercially reasonable efforts to cause the Merger Unrelated Sellers to provide) to such MPT Parties and their authorized representatives all information maintained by such Adeptus Parties or provided by the Unrelated Sellers to such Adeptus Parties and related to their due diligence review and other matters referenced above. MPT shall indemnify, defend and hold harmless the existing Adeptus Parties from and against all demands, claims, losses, damages, costs and expenses asserted against or incurred by such Adeptus Parties or any of them arising out of or resulting from any physical damage to the other Transactions without applicable Real Properties caused by any of the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned MPT Parties’ or delayed)their respective consultants’ or agents’ inspections thereof. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf Notwithstanding any provision of the Acquired Companies pursuant 2013 Master Funding Agreement to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes contrary, the provisions of the Confidentiality Agreement dated as of July 13, 2012 (the "Confidentiality Agreement") shall remain binding and in full force and effect until the Completion of the Real Property that is the subject of the Final Closing. The information contained herein, in the Schedules or delivered to MPT or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Acquired Companies’ (i) officers, employees, and other personnel, (ii) assets and (iii) all books and records, records and, during such period, the Company shall furnish promptly to Parent all information, including financial and operating data, readily available information concerning its business as Parent may reasonably requestrequest in such manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies, and solely at Parent’s expense; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent extent: (i) such disclosure in the reasonable judgment of the Company could: (ia) result in the disclosure of any trade secrets of Third Parties; (iib) violate any obligation of the Acquired Companies with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; or (iiid) violate any Law; or (ivii) materially and adversely interfere with such information is included in the conduct minutes of the Acquired Companies’ businessmeetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter); and provided further that any that, the Acquired Companies shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such access shall be afforded and any such information shall be furnished solely at Parent’s expenserestrictions apply. All requests for access pursuant to this Section 6.5(a6.4(a) must be directed to the Chief Legal Financial Officer or the General Counsel of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent consent, and Parent and Merger Sub acknowledge and agree that any such contact shall not be unreasonably withheld, conditioned or delayed)arranged by and with a representative of the Company participating. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality AgreementAgreement in accordance with its terms. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a6.4(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written noticeSubject to applicable Law, Seller will, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, will cause the Company shall afford Parent and Parent’s each of its Subsidiaries to, (i) permit Purchaser, its counsel, financial advisors, financial sources, consultants and auditors and other authorized representatives full reasonable access, during normal business hours between and upon reasonable notice, and without undue interruption to the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementBusiness, to the Acquired Companies’ (i) officers, employees, premises and properties, books, records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and other personneldocuments of or pertaining to the Company or any of its Subsidiaries or the Business and Seller’s outside accountants and other advisors, (ii) assets furnish to Purchaser, its counsel, financial advisors, financial sources, consultants and auditors and other authorized representatives such financing and operating data and other information relating to the Company and the Subsidiaries as Purchaser may reasonably request, and (iii) instruct the employees of the Company and its Subsidiaries and the legal counsel, accountants, and financial advisors of Parent and its Subsidiaries to reasonably cooperate with Purchaser and its representatives in connection with the foregoing. To the extent that Seller or its Affiliates incurs any incremental out-of-pocket costs in processing, retrieving or transmitting any such information pursuant to this Section 4.02, Purchaser will reimburse Seller for the reasonable out-of-pocket costs thereof (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) promptly upon submission to Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) In addition to and not by way of limitation of the foregoing: (i) Subject to applicable Law, Seller and its Affiliates will cooperate with Purchaser in connection with the financing contemplated by the Financing Commitments, including providing information to and permitting the financing sources and their representatives full access to the employees, premises and properties, books, records (with respect to income Tax records, only to the extent directly related to the Company or any of its Subsidiaries), Contracts and other documents of or pertaining to the Company or any of its Subsidiaries or the Business (including the right to conduct non-invasive environmental assessments and compliance audits), the accountants and other advisors of Seller and/or its Affiliates, participating in meetings with prospective investors and warehouse lenders and (permitting members of senior management of the Business to participate) in “road shows” in connection with the financing contemplated by the Financing Commitments, participating in meetings with rating agencies, participating in drafting sessions related to the offering materials for the debt financing of Purchaser contemplated by the Financing Commitments, causing the present independent accountants for the Company to participate in drafting sessions related to the offering materials for any financing sought by Purchaser in connection with the transactions contemplated hereby and making work papers available to Purchaser, the underwriters or placement agents for the debt financing and their respective representatives. Commencing on the date hereof, to the fullest extent permitted by applicable Law, Seller shall provide the Purchaser with the right to designate at least two persons to have access at the offices of the Company and its Subsidiaries during normal business hours. (ii) As soon as practicable, but in any event no later than 15 Business Days after each fiscal month-end following the date hereof that occurs prior to the Closing Date, Seller will deliver to Purchaser a copy of (i) the normal, internal operating balance sheet and internal profit and loss statement of the Company and its Subsidiaries (as such internal reports are currently generated by the Business) (the “Interim Monthly Financial Statements”) and (ii) the early payment default (“EPD”) reports, the key assets financial package and the servicing assets financial package (including mortgage servicing rights tapes) of the Company and its Subsidiaries for the preceding month (in the same form as such data is currently presented to the management of the Business). Promptly upon the Purchaser’s request, Seller will deliver to Purchaser a copy of the mortgage loan tape for the preceding month (in the same form as such data is currently presented to the management of the Business). (iii) As soon as reasonably practicable, but in no event later than July 31, 2007, Seller shall furnish to Purchaser the following financial statements for the Company and its Subsidiaries: (x) the audited combined balance sheets of the Company and its Subsidiaries, as of April 30, 2007 and April 30, 2006, together with the related audited combined statements of operations and combined statements of cash flows for the twelve-month periods ended April 30, 2007 and April 30, 2006 (collectively, “2007 Audited Financial Statements”) and (y) the pro forma balance sheet of the Company and its Subsidiaries as of April 30, 2007, together with the related pro forma statement of operations for the twelve-month period ended April 30, 2007, as if the Divestment Activities had occurred as of the beginning of the relevant period for the period or as of the date set forth therein (the “April 30 Pro Forma Financial Statements”) prepared in a manner consistent with the January 31 Pro Forma Financial Statements. (iv) As soon as reasonably practicable, but in no event later than September 15, 2007, Seller shall furnish to Purchaser, the unaudited balance sheet of the Company and its Subsidiaries as of July 31, 2007, together with the related unaudited statement of operations and statement of cash flows for the three-month period then ended and the unaudited balance sheet and related unaudited statement of operations and statement of cash flows for the comparable period of the prior fiscal year thereto (the “2007 Unaudited Financial Statements”). (v) Seller shall cause the Company to execute true and complete management representation letters to permit KPMG LLP (“KPMG”) to issue its report with respect to the 2007 Audited Financial Statements. (c) Seller and their Affiliates shall afford to the representatives of Purchaser, upon reasonable notice and without undue interruption to Seller and its Affiliates, reasonable access during normal business hours to the books and records of Parent and its Subsidiaries (other than the Company and its Subsidiaries) pertaining to the operations of the Business prior to the Closing Date for a period of eight years following the Closing Date in connection with financial statements and SEC reporting obligations, and the assets and liabilities of the Company and its Subsidiaries, and other reasonable business purposes; provided, that nothing herein shall limit Purchaser’s rights of discovery. Seller agrees to hold all of the books and records of the Business existing as of the Closing Date in accordance with Parent’s standard record retention policies. Without limiting the generality of the foregoing, Seller and its Affiliates shall cooperate with Purchaser and its representatives in connection with the preparation of audited and unaudited U.S. GAAP financial statements for the Business (including the Company and its Subsidiaries) that comply with Regulation S-X promulgated under the Securities Act of 1933, as amended, with appropriate presentation to reflect the Divestment Activities any other assets not acquired for all periods required prior to consummation of the Purchase), including providing reasonable access during normal business hours to the personnel of Parent and its Subsidiaries and books and records of such Persons pertaining to the operations of the Business prior to the Closing Date to the extent reasonably necessary for the preparation of such audited and unaudited financial statements. (d) After the Closing, Seller and its Affiliates will hold, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, advisors and agents (collectively, “Representatives”) to hold, in confidence, all information (written or otherwise), in any form or medium, that is confidential, proprietary or otherwise not generally available to the public and exclusively relates to the Company or the Subsidiaries (the “Confidential Information”), except to the extent that such information can be shown to have been (i) in the public domain prior to the Closing, (ii) in the public domain at or after the Closing through no fault of Seller or its Affiliates or Representatives or (iii) later lawfully acquired by Seller or its Affiliates or Representatives from sources other than those related to its prior ownership of the Company and the Subsidiaries. The obligation of Seller and its Affiliates to hold the Confidential Information in confidence after the Closing will be satisfied if Seller exercises the same care with respect to the Confidential Information as it would take to preserve the confidentiality of its own similar information in the ordinary course of business. Nothing in this Agreement will restrict the ability of Seller to keep copies of any Confidential Information after the Closing, including copies of any and all books and records, and, during such period, records of the Company shall furnish and the Subsidiaries. If, after the Closing, Seller or any of its Representatives are legally required to disclose any Confidential Information, Seller will (A) promptly notify Purchaser to Parent all informationpermit Purchaser, including financial at its expense, to seek a protective order or take other appropriate action and operating data(B) cooperate as reasonably requested by Purchaser in Purchaser’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information, concerning but only at Purchaser’s sole cost and expense. If, after the Closing and in the absence of a protective order, Seller or any of its business Representatives are compelled as Parent a matter of Law to disclose Confidential Information to a third party, Seller and its Representatives may reasonably requestdisclose to the third party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed; provided, however, that the Acquired Companies shall not be required that, prior to permit any inspection or other accesssuch disclosure, or Seller and its Representatives will use good faith efforts to disclose any information advise and consult with Purchaser and its counsel as to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge nature and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf wording of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementsuch disclosure.

Access; Confidentiality. (a) Upon Each of VBC and the VBC Subsidiaries shall permit Oneida Financial and its representatives reasonable advance written noticeaccess to its properties, and subject shall disclose and make available to applicable logistical restrictions or limitations as a result them all books, papers and records relating to the assets, stock ownership, properties, operations, obligations and liabilities of COVID-19 or VBC and its Subsidiaries, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of boards of directors and any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier committees thereof (other than minutes that discuss any of the Acceptance Time and the date of termination of transactions contemplated by this Agreement), to the Acquired Companies’ (i) officersand stockholders, organizational documents, bylaws, material contracts and agreements, filings with any Regulatory Authority, accountants' work papers, litigation files, plans affecting employees, and any other personnelbusiness activities or prospects in which Oneida Financial may have a reasonable interest. Notwithstanding the foregoing, (ii) assets and (iii) all books and records, and, during such period, neither VBC nor the Company VBC Subsidiaries shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, provide access to or to disclose any information to where such access or disclosure would violate or prejudice the extent rights of such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) party's customers, jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; institution in possession or control of such information or contravene any law, rule, regulation, order, judgment or decree. Subject to applicable legal requirements, the parties hereto will make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply. VBC and provided further that the VBC Subsidiaries shall make their respective officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Oneida Financial and its representatives, subject to the limitations of this paragraph. Upon advance notice and coordination of mutually agreeable and reasonable arrangements, VBC and each VBC Subsidiary shall permit Oneida Financial, at its expense, to cause a "phase I environmental audit" and, if a recognized environmental condition is found or suspected, a "phase II environmental audit" to be performed at any physical location owned or occupied by VBC or any VBC Subsidiary. For any leased locations, such arrangements shall be subject to obtaining any necessary consents of the landlord. Copies of any such access environmental reports shall be afforded and any provided to VBC upon its request. The parties will hold all such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed delivered in confidence to the Chief Legal Officer extent required by, and in accordance with, the provisions of the Company or another person designated in writing by agreement between VBC and Oneida Financial (the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed"Confidentiality Agreement"). (b) Parent Oneida Financial agrees to conduct such investigations and discussions hereunder in a manner so as not to interfere unreasonably with normal operations and customer and employee relationships of the other party. (c) Subject to applicable legal requirements, in addition to the access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, VBC shall permit employees of Oneida Financial reasonable access to information relating to problem loans, loan restructurings and loan work-outs of VBC and the Company hereby acknowledge VBC Subsidiaries. (d) If the transactions contemplated by this Agreement shall not be consummated, VBC and agree Oneida Financial will each destroy or return all documents and records obtained from the other party or its representatives, during the course of its investigation and will cause all information with respect to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies other party obtained pursuant to this Agreement or obtained by Parent and preliminarily thereto to be kept confidential, except to the extent such information becomes public through no fault of the party to whom the information was provided or any of its representatives pursuant or agents and except to Section 6.5(a) the extent disclosure of any such information is legally required. VBC and Oneida Financial shall be treated as confidential information each give prompt written notice to the other party of the Acquired Companies for purposes of the Confidentiality Agreementany contemplated disclosure where such disclosure is so legally required.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between From the date of this Agreement until the Closing Date, the Shareholders shall cause the Company and the earlier of the Acceptance Time and the date of termination of this Agreementits Subsidiaries to, upon reasonable prior written notice to the Acquired Companies’ Company (i) officersgive the Purchaser and its authorized representatives access during normal business hours to its properties, employees, and other personnel, (ii) assets and (iii) all books and records, andcustomers, during such periodsuppliers, employees and others doing business with the Company, provided, that the Purchaser and its authorized representatives shall not unreasonably interfere in the business and operations of the Company shall and its Subsidiaries, and (ii) furnish promptly to Parent all information, including the Purchaser and its authorized representative with such financial and operating data, data and other information concerning its the business as Parent may reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment and properties of the Company could: (i) result in and the disclosure of Subsidiaries as the Purchaser may from time to time reasonably request. Notwithstanding the foregoing sentence, the Purchaser agrees that it will not prior to the Closing conduct any trade secrets of Third Parties; (ii) jeopardize protections afforded to invasive environmental investigations, study, audit or testing on any of the Acquired Companies under the attorney-client privilege properties owned or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of leased by the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)its Subsidiaries. (b) Parent The Purchaser shall hold and treat all documents and information concerning the Company furnished to the Purchaser or its respective representatives in connection with the transactions contemplated by this Agreement confidential in accordance with the Confidentiality Agreement dated March 7, 2003, between the Company (or its representative) and Purchaser (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, the Purchaser hereby acknowledge adopting and agree to continue agreeing to be bound by the Confidentiality Agreement. All information provided terms thereof. (c) The Shareholders shall use their commercially reasonable efforts to cause the Company and its Subsidiaries and their respective officers to reasonably cooperate with Purchaser in connection with the financing necessary to consummate the transactions contemplated hereby, including by or on behalf (i) providing direct contact between prospective lenders and the officers of the Acquired Companies pursuant to this Agreement or obtained by Parent Company and its representatives pursuant Subsidiaries and (ii) providing assistance in the preparation for, and participating in, meetings, due diligence sessions, road shows and similar presentations to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreementand with, among others, prospective lenders, investors and rating agencies.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between Between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this AgreementClosing, to the Acquired Companies’ Seller shall (i) officers, employees, afford Purchaser and its authorized representatives reasonable access to all offices and other personnelfacilities of the Division and to all books and records relating to the Division, (ii) assets permit Purchaser to make such inspections and to make copies of such books and records as it may reasonably require and (iii) all books and records, and, during furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, data and other information concerning its business the Division as Parent Purchaser may from time to time reasonably request; provided, howeversubject in each case to compliance with the regulatory restrictions on such activities to which Seller is subject. Purchaser and its authorized representatives shall conduct all such inspections in a manner that will minimize disruptions to the business and operations of the Division. (b) Purchaser and its authorized representatives (including its designated engineers, or consultants) may at any time enter into and upon all or any portion of the Division’s properties (including all Real Property) in order to investigate and assess, as Purchaser deems necessary or appropriate in its sole and absolute discretion, the condition of such properties or the business conducted thereat. Seller shall, and shall cause the Division to, cooperate with Purchaser and its authorized representatives in conducting such investigation, shall allow Purchaser and its authorized representatives full access to their properties and businesses, together with full permission to conduct such investigation. (c) The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing, except that the Acquired Companies Confidentiality Agreement shall not be required apply to permit any inspection documents prepared in connection with a proceeding before or filed with, or other accessdisclosure made to, a court, arbitration tribunal or mediation service in order to enforce Purchaser’s rights arising in connection with the termination of this Agreement pursuant to Section 7.2. The information contained herein, in the Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Information (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. All obligations of the Purchaser under the Confidentiality Agreement with respect to Information regarding the Division shall terminate simultaneously with the Closing and all other obligations of Purchaser under the Confidentiality Agreement with respect to Information of Seller shall survive in accordance with its terms. Except as otherwise provided herein or by law, Seller shall cause, and the consultants, advisors and representatives of itself to, treat after the date hereof as strictly confidential (unless compelled to disclose any information to the extent such disclosure by judicial or administrative process or, in the reasonable judgment opinion of legal counsel, by other requirements of law) the Company could: (i) result in terms of this Agreement and all nonpublic, confidential or proprietary information concerning the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially Division, and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded and any such information shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Seller shall not, and shall cause their respective and the consultants, advisors and representatives of itself not to, contact any partnerafter the date hereof, licensor, licensee, customer or supplier use such information to the detriment of the Company in connection with the Offer, the Merger Division or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Purchaser. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by the Confidentiality Agreement. All information provided by or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent and its representatives pursuant to Section 6.5(a) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality Agreement.

Access; Confidentiality. (a) Upon reasonable advance written noticeSubject to any applicable Law, Seller shall and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, shall cause the Company shall afford Parent and Parent’s representatives reasonable access, during normal business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, Companies prior to the Acquired Companies’ Closing to (i) officersgive Purchaser and its authorized representatives reasonable access to all books, employeesrecords, personnel, offices and other personnel, facilities and properties of the Business and (ii) assets cause the officers of Seller and (iii) all books and records, and, during the Companies to furnish Purchaser with such period, the Company shall furnish promptly to Parent all information, including financial and operating data, concerning its business data and other information with respect to the Business and properties of the Companies and the Subsidiaries as Parent Purchaser may from time to time reasonably request; provided, however, that the Acquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall be afforded conducted at a reasonable time, under the supervision of Seller’s or the Companies’ personnel and any in such information shall be furnished solely at Parent’s expense. All requests for access pursuant a manner as to maintain the confidentiality of this Section 6.5(a) must be directed Agreement and the Transactions and not to unreasonably interfere with the Chief Legal Officer normal operation of the business of Seller or any Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Subsidiary. (b) Parent and the Company hereby acknowledge and agree to continue to be bound by The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing; thereafter, the Confidentiality Agreement shall terminate except with respect to breaches thereof that occurred prior to the Closing. The information contained herein, in the Disclosure Schedule or delivered to Purchaser or its authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement as Evaluation Material (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. (c) For a period of five (5) years after the Closing Date, Seller will not, and will not permit its Representatives and Affiliates to, directly or indirectly, disclose or use or authorize, license or otherwise permit other Persons to use in any way that is detrimental to Purchaser or any Company or Subsidiary any trade secrets or other information that is confidential, proprietary or otherwise not publicly available, including any confidential data, know-how or information relating to the business practices, products, customers, prospects, suppliers, research and development, ideas, designs, discoveries, inventions, techniques, equipment, marketing, sales, methods, manuals, strategies or financial affairs (collectively, the “Business Confidential Information”) about (i) the Business, or any Company or Subsidiary to the extent relating to the Business, and (ii) Purchaser and its Affiliates obtained in the performance of this Agreement. All The obligation of Seller and its Affiliates and Representatives to hold any such information provided by or on behalf in confidence will be satisfied if each exercises the same degree of care with respect to such information as it would take to preserve the confidentiality of its own similar information. In the event of a breach of the Acquired Companies pursuant obligations hereunder by Seller, its Affiliates or Representatives, the parties hereto agree that, in addition to all other available remedies, Purchaser will be entitled to injunctive relief to enforce such obligations in any court of competent jurisdiction. Notwithstanding the foregoing, Business Confidential Information will not include such information which: (A) at the time of disclosure is publicly available or becomes publicly available through no act or omission of Seller, its Affiliates or Representatives; (B) is thereafter disclosed or furnished to Seller by a third Person that did not acquire the information under an obligation of confidentiality; or (C) is disclosed by Seller under compulsion of applicable Law. Nothing in this Section 5.2(c) shall limit Seller’s ability to enforce its rights under this Agreement or obtained by Parent any other written agreement entered into in connection with this Agreement. (d) For a period of five (5) years after the Closing Date, Purchaser will not, and will not permit its Representatives and Affiliates to, directly or indirectly, disclose or use or authorize, license or otherwise permit other Persons to use in any way that is detrimental to Seller or any of its Group Affiliates any trade secrets or other information that is confidential, proprietary or otherwise not publicly available, including any confidential data, know-how or information relating to the business practices, products, customers, prospects, suppliers, research and development, ideas, designs, discoveries, inventions, techniques, equipment, marketing, sales, methods, manuals, strategies or financial affairs (collectively, the “Esselte Confidential Information”) about (i) the Seller or any Group Affiliate to the extent relating to the Retained Business, and (ii) Seller and its representatives pursuant Affiliates obtained in the performance of this Agreement. The obligation of Purchaser and its Affiliates and Representatives to hold any such information in confidence will be satisfied if each exercises the same degree of care with respect to such information as it would take to preserve the confidentiality of its own similar information. In the event of a breach of the obligations hereunder by Purchaser, its Affiliates or Representatives, the parties hereto agree that, in addition to all other available remedies, Seller will be entitled to injunctive relief to enforce such obligations in any court of competent jurisdiction. Notwithstanding the foregoing, Esselte Confidential Information will not include such information which: (A) at the time of disclosure is publicly available or becomes publicly available through no act or omission of Purchaser, its Affiliates or Representatives; (B) is thereafter disclosed or furnished to Purchaser by a third Person that did not acquire the information under an obligation of confidentiality; (C) is disclosed by Purchaser under compulsion of applicable Law; or (D) information which was independently known, developed or possessed by Purchaser or its Affiliates on a non-confidential basis prior to being furnished to Purchaser or any of its Affiliates or Representatives by Seller or its Affiliates. Nothing in this Section 6.5(a5.2(d) shall be treated as confidential information of the Acquired Companies for purposes of the Confidentiality limit Purchaser’s ability to enforce its rights under this Agreement or any other written agreement entered into in connection with this Agreement.

Access; Confidentiality. (a) Upon reasonable advance written noticePrior to the Closing, Seller shall permit Purchaser and subject its representatives to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall afford Parent and Parent’s representatives have reasonable access, during normal regular business hours between the date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreementupon reasonable advance notice to Seller, to the Acquired Companies’ (i) officersBooks and Records to the extent not prohibited by applicable Law, employees, for any reasonable business purpose relating to this Agreement; provided that any Books and Records or other personnel, (ii) assets and (iii) all books and records, and, during such period, the Company information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall furnish promptly to Parent all information, including financial and operating data, concerning its business as Parent may reasonably requestnot be made so accessible; provided, howeverfurther, that Seller shall, upon the Acquired Companies shall not be required request of Purchaser, use commercially reasonable efforts to permit any inspection or other access, or to disclose any information to obtain the extent such disclosure in the reasonable judgment of the Company could: (i) result in applicable consent for the disclosure of any trade secrets such Books and Records that are subject to such obligation of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorneyconfidentiality or non-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially disclosure. Such access shall be at Purchaser’s sole cost and adversely expense and may not unreasonably interfere with the conduct of Seller’s or its Affiliates’ businesses. (b) Purchaser acknowledges that the information and access provided to it pursuant to Section 5.1(a) shall be subject to the terms and conditions of the Confidentiality Agreements. As of the Closing, Purchaser’s obligations under the Confidentiality Agreements related to (i) non-use, non-disclosure and return or destruction of Evaluation Material (as defined in the Confidentiality Agreements) to the extent related to the Acquired Companies’ business; Companies shall terminate and provided further that any such access shall be afforded (ii) non-solicitation and any such information applicable non-hire provisions shall be furnished solely at Parent’s expenseterminate with respect to the Employees. All requests for other provisions of the Confidentiality Agreements shall remain in full force and effect in accordance with their terms. (c) Following the Closing Date, without limiting the obligations of Purchaser to provide access pursuant to this Section 6.5(a) must be directed 2.3(b)(i), to the Chief Legal Officer extent not prohibited by applicable Law, Purchaser shall (i) permit Seller and its representatives, during regular business hours and upon reasonable advance notice to Purchaser, the right to examine and make copies of the Company Books and Records for any reasonable business purpose relating to this Agreement or another person designated in writing by any Ancillary Agreement, including the Company. Notwithstanding anything herein preparing or examination of Seller’s and its Affiliates’ regulatory and Tax filings and financial statements and the conduct of any third party litigation or dispute resolution (not involving Purchaser or any of its Affiliates), or regulatory dispute, whether pending or threatened, concerning the business of the Acquired Companies prior to the contraryClosing; and (ii) maintain the Books and Records for the foregoing examination and copying for a period of not less than ten (10) years following the Closing Date. Access to the Books and Records shall be at Seller’s sole cost and expense and may not unreasonably interfere with the conduct of Purchaser’s or its Affiliates’ businesses. (d) From and after the Closing, Parent and Merger Sub Seller shall not, and shall cause their respective representatives each of its Affiliates and such Affiliates’ officers, directors, employees and professional advisers not to, contact disclose to any partnerother Person any Business Confidential Information; provided that Seller and such Affiliates may disclose Business Confidential Information (i) to the extent required by law, licensorin any report, licenseestatement, customer testimony or supplier other submission to any Governmental Authority or (ii) in order to comply with any law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Seller or its Affiliates in the course of the Company in connection with the Offerany litigation, the Merger investigation or administrative proceeding; provided, further, that, if Seller or any of its Affiliates become legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any such Business Confidential Information, Seller shall, to the other Transactions without the Company’s extent reasonably practicable, provide Purchaser with prompt prior written consent (which consent shall notice of such requirement and cooperate with Purchaser to obtain a protective order or similar remedy to cause such Business Confidential Information not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company hereby acknowledge and agree to continue to be bound by disclosed, including interposing all available objections thereto. In the Confidentiality Agreement. All information provided by event that such protective order or on behalf of the Acquired Companies pursuant to this Agreement or obtained by Parent other similar remedy is not obtained, Seller and its representatives pursuant to Section 6.5(a) Affiliates shall be treated as confidential information furnish only that portion of the Acquired Companies for Business Confidential Information that has been legally compelled. For purposes of this Section 5.1(d), “Business Confidential Information” means all non-public information disclosed prior to the Confidentiality AgreementClosing by Seller to Purchaser that is related to the Run-Off Business.