Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From Subject to Section 7.05, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its the Merger Sub and their respective authorized representatives Representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.026.02, the Parent and the Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "“clean team" ” by Parentthe Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything contained herein to the contrary, no such access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, be permitted to the extent permitted by applicable Law that it would require any Group Company to disclose information which it has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or the rules or regulations of attorney work-product privilege, conflict with any stock exchange, promptly notify Parent in writing and shall disclosethird party confidentiality obligations to which any Group Company is bound, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, would violate any applicable Law; provided, that the Company Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use its commercially reasonable efforts to obtain an appropriate protective order or secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expense. The Parent and the Merger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other reasonable assurance that confidential treatment will be accorded to such informationparties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. (a) From the date hereof until the earlier of the termination of this Agreement and to the Closing Date, Seller shall (and shall cause its Subsidiaries and the Company shall provide Parent Commercial Air Group to), to the extent permitted by applicable Law, afford to the officers, directors, employees, accountants, consultants, financial and its legal advisors, and other authorized representatives (collectively, the "Parent's “Representatives"”) with of Purchaser reasonable access to, to the books and records of the members of the Commercial Air Group during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns notice from Purchaser and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection accordance with the consummation of the Transactions, and to the extent consented to in advance reasonable procedures established by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersSeller; provided, however, that (ai) in exercising access rights under this Section 5.02, Parent and Parent's Representatives Seller shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limitmake available, or cause the members of the Commercial Air Group to make available, Business Employee personnel files only if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a release permitting transfer of those files, and Purchaser shall hold Seller harmless from any Losses arising out of or relating to the transfer of such personnel files; (ii) prior to the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Leased Real Property; and (iii) neither Seller nor any member of the Commercial Air Group Company shall be required to limitprovide access to or disclose information where, upon the advice of counsel, such access or disclosure would reasonably be likely to violate any obligation of confidentiality to which a Seller or any member of the Commercial Air Group may be subject, jeopardize the attorney-client privilege of such Person or contravene any applicable Laws, provided, however, that if any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided is withheld pursuant to this Section 5.02 shall qualify 5.1(a)(iii), Seller may only withhold such portion of the information that is reasonably necessary to be withheld in order to preserve such privilege or limit any representation work product protection or warranty set forth herein comply with such confidentiality obligations or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing Laws and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order provide extracts or other reasonable assurance summaries of any protected information or otherwise provide such protected information, in any case in a manner that confidential treatment will be accorded to would not jeopardize the applicable protection or violate such informationconfidentiality obligation or applicable Law.

Access to Books and Records. From (a) After the date hereof until the earlier of the termination of this Agreement until the Closing, and subject to the requirements of applicable Laws, to the extent reasonably practicable Parent shall, and shall cause the Seller and Transferred Entities to, (i) afford to Representatives of Purchaser reasonable access, upon reasonable request and notice, to the books and records of the Business (other than with respect to any Carrier Assets or Carrier Liabilities) and to the Business Owned Real Property and the Closing DateBusiness Leased Real Property, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, in each case during normal business hours, consistent with applicable Law and upon reasonable noticein accordance with the procedures established by Parent, and (ii) reasonably cooperate with Purchaser to allow Purchaser to conduct such additional due diligence (subject in all events to the last sentence of this Section 5.1(a)) of environmental matters and Environmental Conditions related to the Transferred Entities and the Business as Purchaser deems reasonably necessary to obtain additional insurance coverage with respect to breaches of the representations and warranties contained in Section 3.14; provided, that none of Parent, the officesSeller or Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, propertiesworkers’ compensation records, personnelthe results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, datafurther, filesthat access under this Section 5.1(a) may be limited by Parent, informationthe Seller or the Transferred Entities to the extent (A) reasonably necessary (x) for Parent, Tax Returns the Seller and all Transferred Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of Parent’s, the Seller’s or the Transferred Entities’ respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), Parent shall, and shall cause the Seller and Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures) or (B) any requested books and records of the Group Companies Business are stored in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and an offsite archive location pursuant to the extent consented ordinary course document storage policies of Parent and its Affiliates. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to in advance any transfer requested by the Company (or on behalf of Purchaser or its Affiliates of any such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access personnel files. Notwithstanding anything to the Company's contrary in this Agreement, prior to the Closing, Purchaser and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's its Representatives shall not be permitted to interfere unreasonably with the conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of the business soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of any Group Company, and (b) the Company may elect to limit, Parent or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable LawAffiliates, including the Company shall, to Business Owned Real Property and the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationBusiness Leased Real Property.

Access to Books and Records. From the date hereof until the Closing or the earlier of the termination of this Agreement and the Closing DateAgreement, subject to Section 7.1, the Company Acquired Companies shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with commercially reasonable access toaccess, during normal business hours, hours and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Acquired Companies in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation effect a smooth transition of the Transactions, and Company to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersPurchaser; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to unreasonably interfere unreasonably with the conduct business operations of the business of any Group Company, Acquired Companies and (b) nothing herein shall require the Company may elect Acquired Companies to limitprovide access to, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial to, the Purchaser or administrative process any of Purchaser’s Representatives if such access or by other requirements disclosure, in the good faith reasonable belief of the Acquired Companies, (x) would waive any legal privilege or (y) would be in violation of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules laws or regulations of any stock exchangeGovernmental Body (including competition laws) or the provisions of any agreement to which any of the Acquired Companies is party. The Purchaser acknowledges that it remains bound by the Confidentiality Agreement, promptly notify Parent in writing and shall disclosedated as of April 21, or cause 2016, for the disclosing party to disclosebenefit of the Acquired Companies (the “Confidentiality Agreement”); provided, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, providedhowever, that the Company shall use its commercially reasonable efforts Purchaser and the Purchaser’s Representatives may provide certain required information about the Acquired Companies in filings with the U.S. Securities and Exchange Commission to obtain an appropriate protective order the extent required in connection with the Transaction, under the Securities Act or other reasonable assurance that confidential treatment otherwise. Except as set forth in the proviso to the prior sentence, all information provided or obtained in connection with the transactions contemplated hereby will be accorded to such informationheld by the Purchaser in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate automatically, without any action by any party, upon the Closing. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Access to Books and Records. From During the period from the date hereof until to the earlier of the date of termination of this Agreement and pursuant to Section 10.1 or the Closing Date, the Company shall provide Parent (i) give the Purchaser Parties and its their respective authorized representatives (the "Parent's Representatives") with reasonable access toto all books, during normal business hours, and upon reasonable notice, the offices, propertiesrecords, personnel, data, files, information, Tax Returns offices and all books other facilities and records properties of the Group Companies in order for Parent to have Acquired Companies, (ii) permit the opportunity Purchaser Parties and their respective authorized representatives to make such investigation copies and inspections thereof as it shall the Purchaser Parties and such representatives may reasonably desire in connection request, and (iii) cause the officers and employees of the Acquired Companies to (A) furnish the Purchaser Parties and their respective representatives with such financial and operating data and other information with respect to the business of the Acquired Companies as the Purchaser Parties and such representatives may from time to time reasonably request and (B) otherwise cooperate with the consummation Purchaser Parties and their respective representatives in their investigation; provided, that any such access, copies and inspections shall be at the Purchaser Parties’ expense, at a reasonable time, 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 Transactionsbusiness of the Acquired Companies. Notwithstanding the foregoing, Purchaser and to its Affiliates, directly or indirectly through their respective representatives, shall not contact customers, suppliers, employees or other stakeholders or business partners (other than the extent consented to Sellers’ Representative in advance by its capacity as such) of the Acquired Companies without the express written consent of the Company (such which consent shall not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, howeverthat Purchaser and its Affiliates, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably the extent they have independent relations with the conduct any such third parties as of the date hereof, may continue to have contact with such third parties in the normal course of business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parentconsistent with past practice. Notwithstanding anything contained Nothing herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein require Sellers or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Acquired Companies to disclose any information by judicial to Purchaser if such disclosure would, based on the advice of the Sellers’ or administrative process the Company’s legal counsel, (x) jeopardize any attorney-client or by other requirements of applicable legal privilege, (y) contravene any Applicable Law, the Company shall, fiduciary duty or binding agreement entered into prior to the extent permitted by applicable Law date of this Agreement (including any confidentiality agreement to which Sellers, the Acquired Companies or the rules any of their respective Affiliates are a party) or regulations (z) contravene any obligation of secrecy or confidentiality to any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationGovernmental Entity.

Access to Books and Records. From Subject to Section 8.07, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) and the Debt Financing Source Related Parties with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheldand its Subsidiaries; provided that, conditioned or delayed)notwithstanding the foregoing, and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of any Group Companythe transactions contemplated by this Agreement, and (bc) nothing herein shall require the Company may elect to limitprovide access to, or cause any Group Company to limit, disclosure of disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein (i) cause significant competitive harm to the contraryCompany or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, no access (ii) waive any legal privilege, or examination (iii) be in violation of applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of April 21, 2015 (as amended from time to time, the “Confidentiality Agreement”), by and between Purchaser and GTCR LLC (“GTCR”). The information provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 7.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 9.01 hereof, Seller shall, and shall cause the Company and each Acquired Company to, (i) provide Buyer and its authorized representatives (“Buyer’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records (including electronic records) and key employees (including the Employment Agreement Employees) of the termination Business and (ii) furnish to Buyer and Buyer’s Representatives such additional financial, operating and other relevant data and information about the Business as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing DateClosing, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") Buyer may have communications with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records key customers of the Group Companies in order for Parent Business as mutually and reasonably agreed to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, by Seller and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by ParentBuyer. Notwithstanding anything contained herein to the contraryforegoing, no access or examination information provided to Buyer and Buyer’s Representatives pursuant to this Section 6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and all requests for such access will be directed to Xxxxxxx Xxxxxx at the Company or such other Person or Persons as the Company may designate in writing to Buyer from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company, any Acquired Company or their respective Affiliates will be required to provide access or disclose any information to Buyer in accordance with this Section 6.02 to the extent that such access or disclosure would be reasonably likely to (x) result in the loss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by entering into a common interest agreement or similar agreement for the purpose of preserving such privilege, and such agreement in a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Buyer may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in the Seller’s representations and warranties contained in Article 3 and Article 4 and the Seller Closing Certificate. No investigation pursuant to this Section 7.01(a). If the Company, 6.02 by Buyer or Buyer’s Representatives shall be deemed to modify any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law Seller’s representations and warranties contained in Article 3 and Article 4 or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party Seller Closing Certificate. The information provided pursuant to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment this Section 6.02 will be accorded to such informationgoverned by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From and after the date hereof Effective Time until the earlier six (6) year anniversary of the termination of this Agreement and the Closing Date, the Parent shall, and shall cause the Surviving Company shall to, provide Parent the Seller Representative and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access to(for the purpose of examining and copying at the Seller Representative’s own cost), during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, informationbooks and records which the Group Companies possess as of the Effective Time with respect to periods or occurrences prior to or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and all shall not permit the Surviving Company or any of its Subsidiaries to, for a period of six (6) years following the Closing Date, destroy or delete any of the books and records of the any Group Companies in order Company for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and any period prior to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide Closing Date without first giving reasonable access prior notice to the Company's Seller Representative and offering to surrender to the Seller Representative a copy of such books and records or any Subsidiaries' customers and suppliers; providedportion thereof which the Parent, howeverthe Surviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, that (a) in exercising access rights under the disclosure of information contemplated by this Section 5.02, Parent and Parent's Representatives 7.01 shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and required if (bi) the Company may elect to limit, it would require Parent or cause any Group Company to limitdisclose information which Parent has reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, disclosure of conflict with any information third party confidentiality obligations to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access which Parent or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries Affiliates is bound, or would violate any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company Parent and the Group Companies shall use its commercially reasonable efforts reasonably cooperate in good faith to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded enable the Seller Representative to have permissible access to such informationinformation in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and in the case of confidentiality obligations to a third party, shall request the consent of the applicable third party to permit such disclosure, in each case, at the Seller Representative’s sole cost and expense, or (ii) the Parent, the Group Companies or any of its or their respective Affiliates, on the one hand, and the Seller Representative, any Securityholder or any of their respective Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto. Any access to books, records or personnel of the Group Companies by the Seller Representative in connection with the Closing Statement or any dispute thereof shall be exclusively governed by Section 1.11.

Access to Books and Records. From (a) After the date hereof until Agreement Date, the earlier Company shall, and shall cause its Subsidiaries to, (i) afford to Parent and representatives of Parent reasonable access to all books, records, correspondence, files, financial statements, operating data and all other information with respect to the Company and its Subsidiaries during normal business hours consistent with applicable Law, upon reasonable notice and in accordance with the reasonable security procedures established by the Company, (ii) furnish reasonably promptly to Parent all information concerning the Company and its Subsidiaries as Parent may from time to time reasonably request, and (iii) to the extent available to the Company, make available to Parent any work papers of the termination Company Auditor related to the Audited Financial Statements; provided, however, that notwithstanding the foregoing clauses (i)- (iii), neither the Company nor any of this Agreement its Subsidiaries shall be required to (A) make available Business Employee personnel files, records, or information beyond the extent permitted by Law or Contract, (B) provide access to or disclose information prepared by or for counsel to the Company or its Subsidiaries if such access or disclosure would in the reasonable determination of the Company jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any applicable Laws or (C) provide access to any books, records or information relating to the potential sale of the Company to or any Person other than Parent. (b) Parent agrees that any permitted investigation undertaken pursuant to the access granted under Section 5.3(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company and its Subsidiaries, and Parent and its representatives shall not communicate with any Business Employees in regard to the transactions contemplated hereby without the prior written consent of the Company. (c) For a period of six (6) years after the Closing Date, Parent shall cause the Company shall provide Parent Surviving Corporation and its authorized representatives (Subsidiaries to afford the "Parent's Shareholder Representatives and the Shareholder Representatives") with reasonable access to’ representatives, during normal business hours, and upon reasonable notice, reasonable access to all of the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Surviving Corporation and its Subsidiaries (i) to have enable the opportunity Shareholder Representatives to make defend against or assert claims related to or arising from the business and operations of the Company and its Subsidiaries prior to the Effective Time and (ii) to the extent that such investigation as it shall access may reasonably desire be required by the Shareholder Representatives or any holder of Company Capital Stock or Exchanged Options in connection with the consummation preparation of such Person’s financial reports involving any period prior to the TransactionsEffective Time. The Shareholder Representatives shall hold, and shall cause its representatives and holders of Company Capital Stock to hold, such books and records in confidence, except to the extent required to defend or assert such claims and to prepare such financial reports or Tax Returns or handle such Tax audits, and to return the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed)same, and provide reasonable access to the Company's all copies, notes and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shallsummaries thereof, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, Surviving Corporation promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.upon

Access to Books and Records. From (a) The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the “Representatives”), from the date hereof until to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 8.1, reasonable access, at reasonable times upon reasonable prior notice, and a description of the Closing Datepurpose of the requested access, to the officers, key employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall, and shall provide cause each of its Subsidiaries to, furnish reasonably promptly to Parent and its authorized representatives (Representatives such information concerning the "Parent's Representatives") with reasonable access to, during normal business hours, Company’s and upon reasonable notice, the officesits Subsidiaries’ business, properties, personnelcontracts, datarecords and personnel as may be reasonably requested, filesfrom time to time, information, Tax Returns and all books and records by or on behalf of Parent; provided that any such access pursuant to this Section 6.1(a) shall be coordinated through one of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation individuals listed on Section 6.1(a) of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Disclosure Letter. Parent and Parent's its Representatives shall conduct any such activities in such a manner as not be permitted to interfere unreasonably with the conduct business or operations of the business Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 6.1(a), the Company shall not be required to, or to cause any Group Companyof its Subsidiaries to, grant access or furnish information to Parent or any of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by law or an existing Contract or agreement. Parent agrees that it will not, and (b) the Company may elect to limitwill cause its Representatives not to, or cause any Group Company to limit, disclosure of use any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided obtained pursuant to this Section 5.02 shall qualify or limit 6.1(a) for any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, purpose unrelated to the extent permitted by applicable Law consummation of the Sale. The Parent Confidentiality Agreement shall survive the execution and delivery of this Agreement and, subject to Section 8.3, shall apply to all information furnished thereunder or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationhereunder.

Access to Books and Records. From (a) After the date hereof until the earlier of the termination of this Agreement until the Closing, and subject to the Closing Daterequirements of applicable Laws, Seller shall, and shall cause the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with Transferred Entities to, upon reasonable advance notice, afford to Representatives of Purchaser reasonable access toto the personnel, books and records and properties of the Business, under the supervision of the personnel of Seller or its Subsidiaries, during normal business hourshours and in accordance with the reasonable procedures established by Seller, and upon reasonable noticein each case, the offices, properties, personnel, data, files, information, Tax Returns and all books and records as is reasonably requested in writing by Purchaser or its Representatives for purposes of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with integration planning following the consummation of the Transactions, and to the extent consented to in advance transactions contemplated by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersthis Agreement; provided, howeverthat none of Seller or the Transferred Entities shall be required to make available Business Employee personnel files until after the Closing Date; provided, further, that Seller and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of any drug testing or other sensitive or personal information if doing so could result in a violation of applicable Law. Notwithstanding anything to the contrary contained in this Section 6.3(a), Seller and the Transferred Entities may withhold any document (or portions thereof) or information (i) that is of a competitively sensitive nature, (ii) that is subject to the terms of a non-disclosure agreement or similar undertaking with a third party, (iii) that may constitute privileged attorney-client communications or attorney work product or (iv) if the provision of access to such document (or portion thereof) or information, as determined by Seller or any Transferred Entity in good faith, could reasonably be expected to conflict with applicable Contracts or Laws; provided, that (aA) in exercising access rights under this Section 5.02, Parent the case of clause (i) Seller and Parent's Representatives Purchaser shall not be permitted use reasonable best efforts to interfere unreasonably with the conduct of the business of any Group Company, identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such competitively sensitive information and (bB) in the Company may elect case of clauses (ii) through (iv), Seller and Purchaser shall use reasonable best efforts to limit, identify and pursue a permissible method of providing such disclosure without violating such Contracts or cause any Group Company to limit, disclosure Laws and without resulting in a loss of any such attorney-client privileges or attorney work product protection. All information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination and documents provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or 6.3(a) will be subject to the conditions Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to Closing set forth in Section 7.01(a). If the Companyabide by, any of and will cause its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Representatives to disclose any information by judicial or administrative process or by other requirements of applicable Lawcontinue to abide by, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion terms of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier The Company shall, and shall cause each of the termination of this Agreement its Subsidiaries to, provide Buyer, Merger Sub, or their respective Affiliates and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") Advisors with reasonable access toaccess, during normal business hours, hours and upon reasonable advanced notice, to the officesfacilities, assets, properties, personnel, data, files, financial information, Tax Returns and all senior‑management level employees, books and records of or regarding the Group Companies in order for Parent Company and its Subsidiaries as reasonably requested from time to have the opportunity to make time; provided that (a) such investigation as it shall reasonably desire in connection access does not unreasonably interfere with the consummation normal operations of the Company or any of its Subsidiaries or involve any environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the Transactions, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure (x) would cause material competitive harm to the extent consented Company or any of its Subsidiaries if the Transactions are not consummated, (y) would waive any legal privilege or (z) would be in violation of applicable Laws (including any COVID-19 Measure) or the provisions of any agreement to in advance by which the Company (such consent or any of its Subsidiaries is a party. The Company does not to be unreasonably withheld, conditioned make any representation or delayed), and provide reasonable access warranty as to the Company's and accuracy of any Subsidiaries' customers and suppliers; providedinformation, howeverif any, that (a) in exercising access rights under provided pursuant to this Section 5.02, Parent and Parent's Representatives shall Buyer and Merger Sub may not be permitted to interfere unreasonably with rely on the conduct accuracy of any such information, in each case, other than the representations and warranties of the business Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any Group Companysuch information will not expand the claims or remedies available hereunder to Buyer, and (b) the Company may elect to limitMerger Sub, or cause the Buyer Group in any Group Company to limit, disclosure of any manner. The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationused solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From (a) During the period from the date hereof of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall afford to Purchaser and its Representatives reasonable access to the books, records, properties and employees, in each case to the extent relating to the Business for purposes of furthering the Sale and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access toother transactions contemplated hereby, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns advance written notice and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection accordance with the consummation of the Transactions, and procedures established by Seller. Purchaser further agrees that any permitted investigation undertaken by Purchaser pursuant to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights granted under this Section 5.02, Parent and Parent's Representatives 5.1(a) shall be conducted in such a manner as not be permitted to interfere unreasonably with the conduct operation of the business Business and under the supervision of any Group CompanySeller’s designated personnel. All of the books, records and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any other information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no which Purchaser or any of its Representatives is provided access or examination provided pursuant to this Section 5.02 5.1(a) shall qualify be treated as “Evaluation Material” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing or limit anything to the contrary in this Agreement, Seller shall not be required to provide access to or disclose to Purchaser or its Representatives any representation information if: (i) Seller or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries Affiliates, on the one hand, and Purchaser or any controlled Affiliate of its Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or their respective representatives are compelled disclosure would, in Seller’s reasonable discretion, jeopardize attorney-client, work product or similar privilege of Seller or any of its Affiliates or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction; or (iii) it relates to disclose the sale process with respect to the Business or the possible sale of the Business to any information by judicial or administrative process or by other requirements of applicable Lawthird parties prior to the date hereof; provided, further, that if disclosure is restricted pursuant to the Company foregoing, Seller shall, to the extent permitted by applicable Law legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements. The auditors and independent accountants of Seller shall not be obligated to make any work papers available to Purchaser or the rules or regulations of any stock exchange, promptly notify Parent in writing its Representatives under this Agreement unless and shall disclose, or cause the disclosing party to disclose, only that portion of until such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded Person has signed a customary confidentiality and hold harmless agreement relating to such information.access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. 57

Access to Books and Records. From the date hereof until the earlier (1) For a period of the termination of this Agreement and seven (7) years from the Closing DateDate or for such longer period as may be required by applicable Law, the Company shall provide Parent Purchaser Parties will, and its authorized representatives (will cause the "Parent's Representatives") with reasonable access Purchased Entities to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and retain all original books and records of relating to the Group Companies in order for Parent to Purchased Entities existing on the Closing Date (including the Coal Business Books and Records that are not Excluded Assets) that have been transferred, directly or indirectly, to, or retained by, as applicable, the opportunity to make such investigation as it shall reasonably desire Purchaser Parties or the Purchased Entities in connection with the consummation Closing. So long as any such books and records are retained by the Purchaser Parties and the Purchased Entities pursuant to this Agreement, the Vendor Parties shall have the right to inspect and to make copies (at their own expense) of them at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of the TransactionsPurchased Entities, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that provided that: (a) in exercising access rights the Vendor Parties provide the Purchaser with reasonable notice of any request under this Section 5.0211.1(1); (b) access to any materials contemplated in this Section 11.1(1) shall be provided in such manner not to interfere unreasonably with the conduct of the Coal Business; and (c) such information shall be deemed to be Purchased Entities Confidential Information and subject to Section 5.5(1)(a). Notwithstanding the foregoing, Parent and Parent's Representatives other than in connection with access to, or to disclosure of information to the Vendor in connection with its review of the Draft Purchase Price Statement, the Purchaser shall not be permitted obligated to provide access to, or to disclose, any information to the Vendor Parties if the Purchaser reasonably determines that such disclosure would violate applicable Law, result in the disclosure of any commercially sensitive or competitive information, trade secrets or similar information or violate any obligations of the Purchaser, any of its Subsidiaries or any other Person with respect to confidentiality, jeopardize any privilege claim by the Purchaser or any of its Subsidiaries, or interfere unreasonably with the conduct of the business of the Purchased Entities. The Purchaser has the right to have its Representatives present during any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationinspection.

Access to Books and Records. (a) From the date hereof until of this Agreement through the earlier of the Closing or the termination of this Agreement Agreement, and subject to the Closing Daterequirements of applicable Laws, Parent shall, and shall cause the Company shall provide Parent Sellers and its authorized representatives (the "Parent's Representatives") with Transferred Entities to, afford to Representatives of Purchaser reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Business, under the supervision of the personnel of Parent or its Subsidiaries, during normal business hours consistent with applicable Law and in order accordance with the procedures established by Parent, in each case, as is reasonably requested by Purchaser or its Representatives for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with purposes of integration planning following the consummation of the Transactions; provided that (i) such access shall not unreasonably interfere with the conduct of the business of the Parent or its Subsidiaries; (ii) such access shall occur in such a manner as Parent reasonably determines to be appropriate to protect the confidentiality of the Transactions; (iii) such access may be modified in light of applicable COVID-19 Measures; (iv) Purchaser shall not be permitted to conduct any environmental sampling, and to the extent consented to in advance by the Company investigation or testing (such including any commonly known as a Phase II assessment) at any of Parent’s or its Subsidiaries’ properties or facilities without Parent’s consent (which shall not to be unreasonably withheld, conditioned or delayed); and (v) nothing herein shall require Parent and its Subsidiaries to provide access to, and provide reasonable or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (x) waive any legal privilege or (y) be in violation of applicable Law or the provisions of any agreement entered into prior to the Company's date of this Agreement and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, to which Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, of its Subsidiaries is a party. All information and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination documents provided pursuant to this Section 5.02 6.1(a) will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of such Confidentiality Agreement. (b) Purchaser agrees that any access granted under Section 6.1(a) shall qualify not interfere unreasonably with the operation of the Business or limit any representation other business of Parent or warranty set forth herein its Subsidiaries. Purchaser and its Affiliates and its and their respective Representatives shall not communicate with any of the employees customers, suppliers, financing sources, lenders and other business relations of Parent or its Subsidiaries without the conditions to Closing set forth prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned. (c) Except as otherwise provided in Section 7.01(a8.2(a). If , from and after the CompanyClosing, any of Purchaser shall, and shall cause its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to, afford Parent and its Representatives, during normal business hours, upon reasonable notice, access to disclose any information by judicial or administrative process or by other requirements the books, records, properties and employees of applicable Law, each Transferred Entity and the Company shall, Business to the extent permitted that such access may be reasonably requested in connection with financial statements, Taxes, any Action or investigation by applicable Law or before a Governmental Entity related to the rules or regulations of any stock exchange, promptly notify Parent in writing Business and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.Governmental Entity reporting

Access to Books and Records. From (a) After the date hereof of this Agreement until the earlier Closing, and subject to the requirements of applicable Laws, to the termination extent reasonably practicable Parent shall, and shall cause the Transferred Entities to, afford to Representatives of Purchaser reasonable access, upon reasonable request and notice and solely for purposes of furthering the transactions contemplated by this Agreement and the Closing DateAncillary Agreements, to the Company shall provide Parent books and its authorized representatives records of the Business (the "Parent's Representatives") other than with reasonable access torespect to any Carrier Assets or Carrier Liabilities), during normal business hours, consistent with applicable Law and upon in accordance with the reasonable noticeprocedures established by Parent; provided, that none of Parent or the Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the officesresults of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, propertiesfurther, personnelthat access under this Section 5.1(a) may be limited by Parent or the Transferred Entities to the extent (A) reasonably necessary (x) for Parent and the Transferred Entities to comply with any applicable COVID-19 Measures or (y) for such access, datain light of COVID-19 or COVID-19 Measures, filesnot to jeopardize the health and safety of any of Parent’s or the Transferred Entities’ respective Representatives or commercial partners (provided, informationthat, Tax Returns in the case of each of clauses (x) and all (y), Parent shall, and shall cause the Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures); (B) any requested books and records of the Group Companies Business are stored in order for an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates; (C) any applicable law or regulation requires Parent or the Transferred Entities to have restrict or otherwise prohibit access to such documents or information; (D) access to a Contract to which Parent or any Transferred Entity is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the opportunity right to make terminate or accelerate the rights pursuant to, such investigation as it shall Contract; (E) access would result in the disclosure of any trade secrets of third Persons; or (F) such documents or information are reasonably desire in connection with pertinent to any adverse Action between the consummation of Parent and its Affiliates, on the Transactionsone hand, and the Seller Group and its Affiliates, on the other hand. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Nothing in this Section 5.1 will be construed to require Parent, the Transferred Entities or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. Notwithstanding anything to the extent consented to contrary in advance by the Company (such consent not to be unreasonably withheldthis Agreement, conditioned or delayed), and provide reasonable access prior to the Company's Closing, Purchaser and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's its Representatives shall not be permitted to interfere unreasonably with the conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of the business soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of any Group Company, and (b) the Company may elect to limit, Parent or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable LawAffiliates, including the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationBusiness Leased Real Property.

Access to Books and Records. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement and the Closing Datepursuant to Section 9.01, the Company shall provide Parent and its authorized representatives (the "including Parent's ’s independent public accountants and attorneys) (“Parent’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, prior notice to the offices, properties, personnelofficers, data, files, information, Tax Returns and all books and records and personnel of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (i) such access does not interfere with the normal business operations of the Company and its Subsidiaries and is in accordance with procedures established by the Company, (ii) such access occurs in such a manner that fully protects the confidentiality of the Transactions and (iii) all requests for such access will be directed to the Chief Executive Officer, the Chief Financial Officer or such other Person as the Company or the Securityholder Representative may designate in writing from time to time (the “Designated Contacts”). Notwithstanding anything to the contrary in this Section 6.02(a), the foregoing shall not require (A) the Company or its Subsidiaries to disclose any information or documents, or provide any access, to Parent or Parent’s Representatives if such disclosure or provision of access would be reasonably desire likely to (1) jeopardize any attorney-client privilege, attorney work product protection or other legal privilege or (2) contravene any confidentiality obligation, applicable Law, fiduciary duty or agreement (provided that the Company shall cooperate in good faith to provide substantially the information Parent requests in such a manner so as not to waive any legal privilege or contravene any applicable Law, fiduciary duty or agreement), (B) any invasive or intrusive environmental subsurface investigations, sampling or testing without the consent of the Company or its Subsidiaries (which consent shall not be unreasonably delayed, conditioned, or withheld), or (C) the Company to provide (x) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with the consummation of the Transactions, and transactions comparable to the extent consented Transactions or any information or analysis relating to in advance any such communications or (y) financial or operating data or other information that has not previously been prepared by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limitits Affiliates, or cause any Group Company to limit, disclosure that is not otherwise prepared in the ordinary course of any business. Any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided disclosed pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, 6.02 will be subject to the extent permitted by applicable Law or provisions of the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationNon-Disclosure Agreement.

Access to Books and Records. From (a) During the date hereof until Interim Period, and subject to the earlier requirements of the termination of this Agreement and the Closing Dateapplicable Laws, the Company Sellers shall, and shall provide Parent and its authorized representatives (cause the "Parent's Representatives") with Transferred Entities to, afford to Representatives of Purchaser reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Business, under the supervision of the personnel of a Seller or an Affiliate of a Seller, during normal business hours consistent with applicable Law and in order accordance with the procedures established by the Sellers, in each case, as is reasonably requested by Purchaser or its Representatives solely (i) for Parent to have purposes of integration planning or (ii) in preparation for operating the opportunity Business, in each case following the Closing; provided that none of the Sellers or the Transferred Entities shall be required to make such investigation as it shall reasonably desire in connection with available any employee personnel files until after the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersClosing Date; provided, howeverfurther, that the Sellers and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of any drug testing or other Personal Information if doing so would reasonably be expected to result in a violation of applicable Law. Notwithstanding anything to the contrary contained in this Section 6.1(a), the Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (a) in exercising access rights under this Section 5.02that is subject to the terms of a non-disclosure agreement or similar undertaking with a third party, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) that may constitute privileged attorney-client communications or attorney work product, (c) that is of a competitively sensitive nature or (d) if the Company may elect provision of access to limitsuch document (or portion thereof) or information, as determined by any Seller or cause any Group Company Transferred Entity in good faith, would reasonably be expected to limit, disclosure of any conflict with applicable Contracts or Laws. All information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination and documents provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or 6.1(a) will be subject to the conditions Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to Closing set forth in Section 7.01(a). If the Companyabide by, any of and will cause its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Representatives to disclose any information by judicial or administrative process or by other requirements of applicable Lawcontinue to abide by, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion terms of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From Subject to Section 6.07 and reasonable rules, regulations and policies of the Company and any applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent afford Parent, Bank and its authorized their representatives (the "Parent's Representatives") with reasonable access toaccess, during normal regular business hours, hours and upon reasonable advance notice, to the offices, properties, personnel, data, files, information, Tax Returns senior personnel specified by the Company and all financial books and records of the Group Companies Company in order for the Parent and Bank to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that access to such employees will only be available upon reasonable notice to the Company to the attention of Xxxxx X. Xxxxx and at such times and places as he shall determine in his reasonable discretion. Any access shall be conducted (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct supervision of the business Company’s personnel, (b) subject to all of the standard protocols and procedures of the Company, including the requirement that visitors be escorted at all times, (c) subject to any Group Companyadditional procedures required by any landlord, and (bd) in such a manner as does not unreasonably interfere with the Company may elect to limit, or cause any Group Company to limit, disclosure normal operations of any information to certain Persons designated as a "clean team" by Parentthe Company. Notwithstanding anything contained herein to the contrary, no such access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, be permitted to the extent permitted by applicable Law that it would require the Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which the rules or regulations of any stock exchange, promptly notify Parent in writing and shall discloseCompany is bound, or cause violate any applicable Law. All such access shall be at the disclosing party risk of the Parent, the Bank and their representatives and agents, and in connection therewith, the Parent and Bank hereby agree to discloseindemnify and hold harmless the Company and its Securityholders, only that portion directors, officers, employees, agents and representatives with respect to any Losses resulting from or arising out of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, access. The Parent and Bank acknowledge that the Parent and Bank are and remain bound by the Confidentiality Agreement between the Parent, Bank and the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationdated January 26, 2015 (the “Confidentiality Agreement”).

Access to Books and Records. From and after the date hereof until the earlier of the termination of this Agreement and the Closing DateClosing, the Purchaser shall, and shall cause the Company shall to, provide Parent each Seller and its authorized representatives (the "Parent's Representatives") with reasonable access to, Representatives during normal business hours, and upon reasonable notice, and in accordance with the officesPurchaser’s procedures relating to books and records then in place, properties, personnel, data, files, information, Tax Returns and all reasonable access to the books and records of the Group Companies in order for Parent Company and its Subsidiary with respect to have periods or occurrences prior to or on the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and Closing Date to the extent consented to in advance that such access may be reasonably requested by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access Sellers. Notwithstanding anything to the Company's and any Subsidiaries' customers and suppliers; providedcontrary in this Agreement, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives the Purchaser shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled required to disclose any information by judicial to any Seller if such disclosure would be reasonably likely to: (x) jeopardize any attorney client or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, legal privilege (provided that the Company Purchaser shall use its commercially reasonable efforts to allow such access or disclosure without jeopardizing such privilege) or (y) contravene any applicable Laws, fiduciary duty or binding agreement with a third party (provided that the Purchaser shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure). Unless otherwise consented to in writing by the Ultimate Parent, the Purchaser shall not, and shall not permit the Company or its Subsidiary, until the expiration of the seventh (7th) anniversary of the Closing Date to destroy, alter or otherwise dispose of any of the books and records of the Company or its Subsidiary for any period prior to the Closing Date without first giving reasonable prior notice to the Ultimate Parent and offering to surrender to the Ultimate Parent such books and records or any portion thereof which the Purchaser or the Company may intend to destroy, alter or dispose of. Notwithstanding the provisions of this Section 8.01, while the existence of an appropriate protective order adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 8.01, as to such records or other reasonable assurance that confidential treatment will be accorded information directly pertinent to such informationdispute, the parties may not utilize this Section 8.01 but rather, absent agreement, must utilize the rules of discovery.

Access to Books and Records. From the date hereof until the earlier The Company shall, and shall cause each of the termination of this Agreement its Subsidiaries to, provide Buyer, Merger Sub, or their respective Affiliates and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") Advisors with reasonable access toaccess, during normal business hours, hours and upon reasonable advanced notice, to the officesfacilities, assets, properties, personnel, data, files, financial information, Tax Returns senior‑management level employees, Books and all books Records of or regarding the Company and records its Subsidiaries as reasonably requested from time to time; provided that (a) such access does not unreasonably interfere with the normal operations of the Group Companies Company or any of its Subsidiaries or involve any environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in order for Parent such a manner as the Company reasonably determines to have be appropriate to protect the opportunity to make such investigation as it shall reasonably desire in connection with the consummation confidentiality of the Transactions, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure (x) would cause material competitive harm to the extent consented Company or any of its Subsidiaries if the Transactions are not consummated, (y) would waive any legal privilege or (z) would be in violation of applicable Laws (including any COVID-19 Measure) or the provisions of any agreement to in advance by which the Company or any of its Subsidiaries is a party (such consent copies of which have been provided to Buyer as of the date hereof or will be provided upon reasonable request). The Company does not to be unreasonably withheld, conditioned make any representation or delayed), and provide reasonable access warranty as to the Company's and accuracy of any Subsidiaries' customers and suppliers; providedinformation, howeverif any, that (a) in exercising access rights under provided pursuant to this Section 5.02, Parent and Parent's Representatives shall Buyer and Merger Sub may not be permitted to interfere unreasonably with rely on the conduct accuracy of any such information, in each case, other than the representations and warranties of the business Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any Group Companysuch information will not expand the claims or remedies available hereunder to Buyer, and (b) the Company may elect to limitMerger Sub, or cause the Buyer Group in any Group Company to limit, disclosure of any manner. The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.used solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement. 50

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, The Seller shall cause the Company shall to provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access toaccess, during normal business hours, and upon reasonable notice, to the offices, properties, personnelappropriate officers, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Company with regard to have the opportunity Business as the Purchaser may from time to make such investigation as it shall time reasonably desire request upon reasonable prior written notice in connection with any matter relating to this Agreement or the consummation transactions thereby; provided, that (a) the Seller may refuse the Purchaser’s Representatives access if the Seller reasonably determines such access would unreasonably interfere with any of the Transactionsbusinesses or operations of the Company; (b) the Purchaser or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, and to tenants/subtenants, distributors, insurance companies, licensors, suppliers, joint venture partners, sponsors or other material business relations of the extent consented to in advance by Seller, the Company or any of their Affiliates regarding the business or operations of the Seller, the Company or any of their Affiliates or the transactions contemplated by this Agreement without the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed), ; (c) the Purchaser shall be responsible for any damage to any Leased Real Property or any other assets or property of the Seller or the Company or any of their Affiliates caused by the Purchaser or any of its representatives; and provide reasonable access to (d) the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives Company shall not be permitted required to interfere unreasonably with so confer, afford such access or furnish such copies or other information to the conduct of extent that doing so would result in the business breach of any Group Company, and (b) Legal Requirement or confidentiality or similar agreement to which the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable LawSeller, the Company shall, to the extent permitted by applicable Law or any of their Affiliates is a party or the rules or regulations loss of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, attorney-client privilege (provided that the Company Seller shall use its commercially reasonable efforts to obtain an appropriate protective order cause the Company to allow for such access or other reasonable assurance disclosure in a manner that confidential treatment will be accorded to does not result in a breach of such informationagreement or a loss of attorney-client privilege).

Access to Books and Records. From (a) During the period from the date hereof until of this Agreement to the earlier of the Closing and the termination of this Agreement and the Closing Datein accordance with its terms, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, hours and upon reasonable noticenotice to the executive officers, the offices, properties, personnel, data, files, information, Tax Returns key employees and all books and records of the Group Companies in order for Parent to have Business as may be reasonably requested by the opportunity to make such investigation as it shall reasonably desire Purchaser in connection with the consummation transactions contemplated by this Agreement; provided that (i) such access does not interfere with the normal operations of the TransactionsBusiness, and (ii) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the extent consented to in advance by Chief Executive Officer of the Company or such other Person(s) as the Company may designate in writing from time to time (such consent not to be unreasonably withheldcollectively, conditioned or delayedthe “Designated Contacts”), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (aiv) in exercising access rights under this Section 5.02, Parent and Parent's Representatives nothing herein shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) require the Company may elect to limitprovide access to, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information to, the Purchaser or any of its representatives if such access or disclosure (A) would cause significant competitive harm to the Business if the transactions contemplated by judicial this Agreement are not consummated, (B) would waive any legal privilege or administrative process or by other requirements (C) would be in violation of applicable LawLaws of any Governmental Authority (including the HSR Act and all applicable foreign competition Laws) or the provisions of any agreement to which any Acquired Company is a party or with respect to the Business; provided, further, that if the Company shalldoes not provide or cause to be provided information in reliance on clause (iv) of this sentence, then the Company shall (I) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance thereon and (II) take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to Purchaser or its representatives to the extent permitted by applicable Law reasonably possible. Other than the Designated Contacts or as expressly provided in the rules or regulations of any stock exchangepreceding sentence, promptly notify Parent in writing the Purchaser is not authorized to and shall disclosenot (and shall cause its employees, or cause the disclosing party to discloseagents, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosedadvisors, providedcounsel, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, distributor, lessee, lessor, lender, noteholder or other reasonable assurance that confidential treatment will be accorded material business relation of the Business in connection with the transactions contemplated by this Agreement prior to such informationthe Closing without the prior written consent of the Company.

Access to Books and Records. From the date hereof until the Effective Time or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company shall Company, consistent with applicable Law, will provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, (including the ability to make copies and abstracts thereof) at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnelbooks, datarecords, filesContracts, information, Tax Returns financial and all books operating data and records other information and documents of the Group Companies Company and the Company Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall will reasonably desire in connection to make of the business, properties, personnel and affairs of the Company and the Company Subsidiaries; provided, that such access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany or any Company Subsidiary; provided, further, that all requests for access will be submitted or directed exclusively to Xxxxxxxx LLC (as representative for the Company) or such other person(s) as Xxxxxxxx LLC (as representative for the Company) may designate from time to time; and provided, further, that such access will not extend to any sampling or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation, except as authorized by the prior written consent of the Company pursuant to Section 12.02. Neither the Company nor any of the Stockholders nor the Representative make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and neither the Purchaser nor the Merger Sub may rely on the accuracy of any such information, in each case other than the representations and warranties of the Company expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 6.02 will be used solely for the purpose of effecting the transactions contemplated hereby and the operations of the Surviving Corporation following the Closing, and will be governed by all the terms and conditions of the Confidentiality Agreement. Notwithstanding anything to the extent consented to contrary in advance by this Agreement, nothing in this Section 6.02 shall require the Company or the Company Subsidiary to provide any such access or furnish any such information that in its reasonable judgment would (such consent not to be unreasonably withhelda) violate any Law, conditioned (b) compromise or delayed)constitute a waiver of any attorney-client or other privilege of the Company or the Company Subsidiary or (c) violate any covenant, and provide reasonable access agreement or obligation of the Company or any Company Subsidiary under a contract entered into prior to the Company's and any Subsidiaries' customers and suppliersdate of this Agreement; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) if the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the CompanyCompany Subsidiary is so restricted, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, they shall promptly notify Parent in writing Purchaser that information or records are being withheld and shall disclose, or cause the disclosing party provide Purchaser with as much information as reasonably possible with respect to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationrecords.

Access to Books and Records. From the date hereof until the earlier For a period of the termination of this Agreement and six (6) years from the Closing Date, the Company subject to applicable Legal Requirement, each party (at such party’s sole expense) shall provide Parent and its authorized representatives (the "Parent's Representatives") with have commercially reasonable access toto (including making copies and extracts) any applicable Records of the other party relating to matters arising on or before the Closing Date with respect to the Branches, during normal business hoursAssets and the Liabilities and solely in connection with (i) accounting purposes, and upon reasonable notice(ii) regulatory purposes, (iii) Legal Proceeding involving the party requesting access to such Records, (iv) any legal obligation owed by such party to any present or former depositor or other customer, or (v) Tax purposes, in each case subject to confidentiality requirements. Such party requesting such access shall not use the Records or any information contained therein or derived therefrom for any other purpose whatsoever. If copies or PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 extracts require use of a party’s equipment or the Branches, the officesuser shall reimburse the other party for all reasonable out-of-pocket costs incurred. In the event that as of the end of such six (6) year period, propertiesany tax year of either party to this Agreement is under examination by any taxing authority, personnel, data, files, information, Tax Returns such party shall inform the other party in writing of the audit and all such books and records shall be maintained by the appropriate party, as the case may be, until a final determination of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation tax liability of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and audited party for that year has been made. Each party agrees that any Subsidiaries' customers and suppliers; provided, however, Records that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct come into its possession as a result of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" transactions contemplated by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shallAgreement, to the extent permitted by applicable Law relating to the other party’s business and not relating to the Assets, the Liabilities or the rules business of the Branches (which becomes the property of Buyer), shall remain the property of the other party, and shall, upon the other party’s request from time to time and as it may elect in its sole discretion, be returned to the other party or regulations of destroyed, and each party agrees not to make any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion use of such information which the disclosing party is advised by its counsel is legally required records or documents and to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that keep such records and documents confidential treatment will be accorded to such informationin accordance with Section 36.

Access to Books and Records. (a) From Completion and for the date hereof until period that is the earlier longer of (i) five years and (ii) sixty Business Days following the expiration of the termination applicable statute of this Agreement and the Closing Datelimitations, the Company Purchasers shall provide Parent procure that the Vendors and its authorized representatives (the "Parent's Representatives") with their Representatives are provided, upon reasonable access to, notice and during normal business working hours, with all such assistance, documentation, information and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns access to premises and all books and records personnel of the Group Companies in order for Parent and the Suzhou Business as they may reasonably require to have prepare their tax returns and financial statements or to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest any Claim or any other claims, proceedings or investigations made by or against or incurred by the opportunity Vendors or their Representatives and the Purchasers shall permit the Vendors and their Representatives to make copies of such investigation as it shall reasonably desire in connection with the consummation of the Transactions, documentation and information to the extent consented to in advance by the Company (such consent not to be unreasonably withheldrelevant, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (ai) the Vendors or the relevant members of the Vendors Group shall reimburse the Purchasers, the Group Companies or the other members of the Purchaser’ Group (as the case may be) for all reasonable out of pocket and expenses incurred in exercising relation to any photocopying costs; (ii) such access rights under this Section 5.02, Parent and Parent's Representatives is granted in accordance with competition Laws (in particular the information provided by the Purchasers or the Group Companies shall not enable (or, if so, shall be permitted to interfere unreasonably with redacted so that it does not enable) the conduct Vendors or any member of the business Vendors Group to predict the Purchasers’ or the Group Companies’ or the other members of the Purchasers Group’s future behavior on the market) and (iii) the Vendor or any member of the Vendors Group Companyagree that its relevant Representatives who may have access to the Purchasers’ or the Group Companies’ or the other members of the Purchasers Group’s information shall be bound by appropriate confidentiality agreements and have been made aware of the potential risks related to the exchange of sensitive information and of appropriate/inappropriate conduct during compliance trainings, and the information so received may be used by the Vendors (bor relevant member of the Vendors Group) solely for the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information purpose for which the disclosing party is advised by its counsel is legally required to be disclosed, it was provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII (the “Pre-Closing Period”), and subject to the Closing Daterequirements of any Law, the Company shall (a) provide Parent the Buyer and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, with reasonable access during normal business hours to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and shall instruct its Representatives to cooperate with the Buyer’s Representatives as reasonably necessary in order for Parent the Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the Business, affairs and properties of the Company, including providing access to books, records, equipment and personnel used by the Seller or the Company (or their respective Affiliates) in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers[***]; provided, however, that (a) in exercising access rights under this Section 5.02, Parent the activities of the Buyer and Parent's its Representatives shall be conducted in a manner so as not be permitted to interfere unreasonably with the conduct operation of the business of any Group the Company, ; and (b) furnish to the Buyer and its Representatives such additional information as the Buyer and its Representatives may reasonably request from time to time; provided, however, that the reasonableness of such access and requests under clause (a) or (b) shall be determined by taking into account, among other considerations, any other prior access or review by the Buyer or its Representatives to the same or substantially similar information or documents in such offices, properties, personnel, books and records. Nothing contained in this Section 5.2 shall obligate the Company may elect or any of its Affiliates to, in the Company’s discretion, (i) breach any duty of confidentiality owed to limitany Person (whether such duty arises contractually, statutorily or otherwise), Law or any Contract with any other Person, (ii) waive any privileges, including the attorney-client privilege, (iii) share any information which constitutes trade secrets or other competitively sensitive information, or (iv) cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein significant competitive harm to the contraryCompany or their businesses if the transactions contemplated hereby are not consummated; provided that the Company shall, no and shall cause its Affiliates to, use their respective commercially reasonable efforts to provide such access and information in a manner that would not breach any such duty of confidentiality, result in sharing such competitively sensitive information or examination provided causing such competitive harm. Prior to the Closing, when accessing any offices, facilities or properties of the Company, the Buyer shall, and shall cause its Affiliates and Representatives to, comply with all safety and security requirements for such office, facility or property as communicated to them. All requests for information made pursuant to this Section 5.02 5.2 shall qualify be directed to Kxxxx Xxxxx or limit such other Person or Persons as may be designated by the Company, and the Buyer shall not directly or indirectly contact any representation officer, director, employee, agent or warranty set forth herein Representative of any of the Seller, the Company or any of their respective Affiliates without the conditions to Closing set forth in Section 7.01(aprior approval of such designated Person(s). If so reasonably requested by the Seller or the Company, any of the Buyer shall, and shall cause its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable LawAffiliates (as applicable) to, enter into a customary joint defense agreement with the Seller, the Company shall, or their Affiliates with respect to any information to be provided to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party Buyer pursuant to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationthis Section 5.2.

Access to Books and Records. From the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to Article VI (the “Pre-Closing Period”), and subject to the Closing Daterequirements of any Law, the Company shall and each of its Subsidiaries shall: (a) provide Parent and its MergerSub and their authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, with reasonable access during normal business hours to the offices, properties, personnel, databooks, filescommitments, information, Tax Returns and all books contracts and records of the Group Companies Company or any of its Subsidiaries and shall instruct its Representatives to cooperate with Parent and MergerSub’s Representatives as reasonably necessary in order for Parent and MergerSub to have the opportunity to make such investigation as it they shall reasonably desire in connection with the consummation to make of the TransactionsBusiness, affairs and to the extent consented to in advance by properties of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any of its Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02the activities of Parent, MergerSub and Parent and Parent's MergerSub’s Representatives shall be conducted in a manner so as not be permitted to interfere unreasonably with the conduct operation of the business of any Group Company, Business; and (b) furnish to Parent, MergerSub and their respective Representatives such additional information as Parent, MergerSub and their respective Representatives may reasonably request from time-to-time. Notwithstanding the foregoing, the Company may elect shall not be obligated to limitprovide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein jeopardize protections afforded to the contraryCompany or any Subsidiary under the attorney client privilege or attorney work product doctrine; provided, no however, the Company shall work together with Parent and MergerSub in good faith to provide, pursuant to alternative arrangements including entry into a joint defense or other similar arrangement agreed upon by the Parties, such access or examination provided information. Except as otherwise agreed to by the Company, and notwithstanding the termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of February 15, 2015, between Parent and the Company (the “Confidentiality Agreement”) shall apply to all information furnished to any of Parent and MergerSub’s authorized Representatives by the Company or any of its Subsidiaries. No investigation pursuant to this Section 5.02 shall qualify 4.2 or limit any representation information provided, made available or warranty set forth herein delivered to Parent, MergerSub or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any controlled Affiliate representations, warranties, covenants, conditions, remedies or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements rights of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent Parties hereto contained in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationthis Agreement.

Access to Books and Records. From Subject to Section 6.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, Company and (b) the Company may reasonably elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "“clean team" ” by Parentthe Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If The Parent shall indemnify and hold harmless the Company, Group Companies from and against any losses that may be incurred by any of its Subsidiaries them arising out of or related to the Parent’s use, storage or handling of any controlled Affiliate personally identifiable information relating to employees, patients, providers or their respective representatives are compelled to disclose customers of any information Group Company. The Parent acknowledges that the Parent Guarantor is and remains bound by judicial or administrative process or by other requirements of applicable Law, the Confidentiality Agreement between the Parent Guarantor and the Company shalldated February 3, to 2016 (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. From and after the date hereof until Closing, subject to applicable Law, the earlier Buyer shall, and shall cause each of the termination Companies and their Subsidiaries solely for purposes of (i) the enforcement of rights by such Party under this Agreement (including, among other things, any insurance claims by, Proceedings or Tax audits against or governmental investigations of the Seller or the Buyer or any of their Affiliates, any evaluation of any claim for indemnification hereunder or in order to enable the Sellers or the Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby), (ii) the Closing Datepreparation of any Tax Return or the examination by any Taxing Authority or other action relating to any Tax Return of such Party, or (iii) the Company shall preparation of financial reports to, provide Parent the Seller and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access to(for the purpose of examining and copying), during normal business hours, to the Books and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records Records of each of the Group Companies in order for Parent with respect to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and periods prior to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersClosing Date; provided, howeverall such access does not unreasonably interfere with the operation of the Companies’ or their Subsidiaries’ respective business and shall be subject to the Companies’ and their respective Subsidiaries’ reasonable security measures and insurance requirements. Notwithstanding the foregoing, any Party may destroy or otherwise dispose of any Books and Records of the Companies, or any portions thereof, relating to periods prior to the Closing Date at any time in their sole and absolute discretion; provided, that prior to such destruction, such Party shall first give reasonable prior written notice to the other Party and if the other Party so requests within forty-five (a45) in exercising access rights under days after receipt of such notice, to take possession of such Books and Records or such portions thereof. Notwithstanding any provision of this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein 7.03 to the contrary, no such access shall be permitted or examination provided pursuant to this Section 5.02 provision of documentation shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, be required to the extent permitted by applicable Law or the rules or regulations of that it would require any stock exchangeParty to disclose information subject to attorney-client privilege, promptly notify Parent in writing and shall discloseviolate any Law, or cause conflict with any confidentiality obligations to which any of the disclosing party to disclose, only that portion Companies or any of such information which the disclosing party their respective Subsidiaries is advised by its counsel is legally required to be disclosed, bound; provided, that the Company Companies shall use its commercially reasonable efforts to obtain an appropriate protective order provide such information in a manner that does not violate any such Law, confidentiality obligations or other reasonable assurance that confidential treatment will be accorded to such informationprivilege.

Access to Books and Records. From and after the date hereof until Closing, Parent will, and will cause the earlier of Surviving Corporation to, provide the termination of this Agreement and the Closing Date, the Company shall provide Parent Representative and its authorized representatives (the "Parent's Representatives") with reasonable access to(for the purpose of examining and copying), during normal business hours, hours and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Company and its Subsidiaries with respect to have periods or occurrences prior to or on the opportunity to make such investigation as it shall reasonably desire Closing Date in connection with any matter relating to or arising out of this Agreement or the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising such access rights under this Section 5.02, does not unreasonably interfere with the normal business operations of Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, Surviving Corporation and (b) such access occurs in such a manner as Parent reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information provided to Representative. Notwithstanding anything to the contrary in this Agreement, neither the Parent or the Surviving Corporation will be required to disclose any information to Representative or Representative's representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into by the Company may elect or any Company Subsidiary; provided, that Parent, the Surviving Corporation and its Subsidiaries shall take commercially reasonable measures to limit, permit the compliance with this Section 7.01 in a manner that avoids any such harm or cause consequence set forth in the foregoing clauses (i) and (ii). Neither Parent nor the Surviving Corporation makes any Group Company representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 7.01, and Representative may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Parent's representations and warranties contained in Article V. Unless otherwise consented to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall discloseby the Representative, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall Parent will use its commercially reasonable efforts not to, and will not permit the Surviving Corporation to, until the expiration of the later of (a) the seventh (7th) anniversary of the Closing Date or (b) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof, to obtain an appropriate protective order destroy, alter or other otherwise dispose of any of the books and records of the Surviving Corporation or its Subsidiaries for any period prior to the Closing Date without first giving reasonable assurance that confidential treatment will be accorded prior notice to the Representative and offering to surrender to the Representative (on behalf of the Stockholders and Optionholders) such informationbooks and records or any portion thereof which Parent or the Surviving Corporation may intend to destroy, alter or dispose of.

Access to Books and Records. From Subject to Section 6.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company. The Parent shall indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling of (i) any personally identifiable information relating to employees, providers or customers of any Group Company and (bii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Company may elect Parent or the Parent’s Representatives are afforded access pursuant to limitthe terms of this Agreement. Notwithstanding anything herein to the contrary, no such access or cause examination shall be permitted to the extent that it would require any Group Company to limitdisclose information subject to attorney-client privilege or attorney work product privilege, disclosure of conflict with any information third party confidentiality obligations to certain Persons designated as a "clean team" which any Group Company is bound, or violate any applicable Law. The Parent acknowledges that the Parent is and remains bound by Parentthe Confidentiality Agreement between the Parent and the Company dated November 15, 2013 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From the date hereof until the Closing Date or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company Company, consistent with applicable Law, shall provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by affairs of the Company and its Subsidiaries (such consent after taking into account any applicable COVID-19 Measures) and does not to be unreasonably withheld, conditioned jeopardize the health and safety of any employee of the Company or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx Xxxxxxx (aas representatives for the Company) in exercising or such other person(s) as they may designate from time to time (each such person, an “Authorized Representative”); and provided, further, that such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted extend to interfere unreasonably with any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the conduct Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege). None of the business of any Group Company, and (b) any of the Company may elect Sellers or the Representative makes any representation or warranty as to limit, or cause any Group Company to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein 8.02, and none of the Purchaser, the Merger Sub or the conditions Blocker Purchaser may rely on the accuracy of any such information, in each case, other than to Closing the extent expressly provided in the representations and warranties of the Company or the Blocker Sellers expressly and specifically set forth in Article V or Article VI, respectively, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 8.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From During the period from the date hereof until of this Agreement to the earlier of the Closing and the termination of this Agreement and in accordance with its terms, Holdco shall cause each Acquired Company to provide the Closing Date, the Company shall provide Parent Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnelofficers, dataemployees, filesRepresentatives, information, Tax Returns and all books and records of the Group Acquired Companies in order for Parent as may be reasonably requested by the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection familiarize itself with the consummation business, properties, personnel and affairs of the TransactionsAcquired Companies and to perform its obligations and exercise its rights under this Agreement; provided that (a) such access does not unreasonably interfere with the normal operations of any Acquired Company, (b) all requests for such access shall be directed to the chief executive officer or chief financial officer of Syntron Material Handling, LLC or such other Person(s) as the chief executive officer or chief financial officer may designate in writing from time to time (collectively, the “Designated Contacts”), and (c) nothing herein shall require any Acquired Company to provide access to, or to disclose any information to, the Purchaser or any of its representatives if such access or disclosure would (i) waive any legal privilege or (ii) be in violation of applicable Laws or regulations of any Governmental Authority (including the HSR Act and all other applicable antitrust Laws) or the provisions of any agreement to which any Acquired Company is a party; provided, further, that the Acquired Companies shall use commercially reasonable efforts to provide such information in a manner that does not forfeit such privilege or violate any such Law or term. Other than the Designated Contacts or as expressly provided in the preceding sentence, the Purchaser is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any non-executive employee, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any Acquired Company prior to the extent consented to in advance by Closing regarding this Agreement or the Company transactions contemplated hereby without the prior written consent of the Acquired Companies (such consent which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From Subject to Section 6.04, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records (including Tax records) of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and the Parent's ’s Representatives shall will not be permitted to interfere unreasonably with the conduct of the business of any Group Company, Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated in writing as a "“clean team" ” by ParentParent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything contained herein to the contrary, no such access or examination will be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third-party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 7.01(a8.01(a). If Parent will indemnify and hold harmless the Company, Group Companies from and against any Losses that may be incurred by any of its Subsidiaries them arising out of or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, related to the extent permitted use, storage or handling of (i) any personally identifiable information relating to employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which Parent or the rules or regulations Parent’s Representatives are afforded access pursuant to the terms of any stock exchangethis Agreement. Parent acknowledges that Parent is and remains bound by the Confidentiality Agreement between Parent and United Subcontractors, promptly notify Parent in writing and shall discloseInc. dated October 5, or cause 2015 (the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. From the date hereof until the Closing or the earlier of the termination of this Agreement and the Closing Datein accordance with Section 9.01, the Company Company, consistent with applicable Law, shall provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the Transactions, and to the extent consented to in advance by affairs of the Company and its Subsidiaries, is permissible under applicable Law (such consent after taking into account any applicable COVID-19 Measures) and does not to be unreasonably withheld, conditioned jeopardize the health and safety of any employee of the Company or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxxx Xxxxxxx (axxxxxx.xxxxxxx@xxxxx.xxx) in exercising or Xxxx Xxxxxxx (xxxx@xxxxxxxxxxxxxx.xxx) (as representatives for the Company) or such other person(s) as they may designate from time to time (each such person, an “Authorized Representative”); and provided, further, that such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted extend to interfere unreasonably with any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the conduct Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege). Neither the Company, the Seller Representative nor any of the business of Sellers makes any Group Company, and (b) representation or warranty as to the Company may elect to limit, or cause any Group Company to limit, disclosure accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 7.02, and the Purchaser may not rely on the accuracy of any representation or warranty set forth herein or such information, in each case, other than to the conditions to Closing extent expressly provided the representations and warranties of the Sellers and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.01(a)7.02 will be subject to the terms and conditions of the Confidentiality Agreement. If Notwithstanding the Companyforegoing, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled the Purchaser shall be permitted to disclose any non-public or other confidential information by judicial or administrative process or by other requirements of applicable Law, it receives relating to the Company shall, to the extent permitted Debt Financing Sources and other prospective lenders during the syndication and marketing of the Debt Financing, subject to customary confidentiality undertakings by applicable Law or the rules or regulations of any stock exchangeDebt Financing Sources and other prospective lenders which are, promptly notify Parent in writing and shall discloseall material respects, or cause at least as restrictive as those in the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, Confidentiality Agreement; provided that the Company Purchaser shall use its commercially reasonable efforts to obtain an appropriate protective order be responsible for any acts or omissions of the Debt Financing Sources and such other reasonable assurance that confidential treatment will be accorded prospective lenders with respect to such information.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, to the Company shall extent permitted by applicable Law, the Sellers, Xxxxxxx Holdings and the Companies shall: (i) provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Company Group Companies Members in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with desires to enable the consummation of Purchaser to complete the Transactions, and to the extent consented to in advance transactions contemplated by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersthis Agreement; provided, however, provided that (aX) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to unreasonably interfere unreasonably with the conduct of the business of the Company Group Members and shall not extend to any Group Companysampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation, (Y) any portion of information requested by Purchaser may be redacted only to the extent the disclosure of which the Companies reasonably determine would: (a) waive any attorney-client or other legal privilege (provided that, the Sellers, Xxxxxxx Holdings and the Companies shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not reasonably be expected to cause such privilege to be waived), (b) the Company may elect to limit, violate any Law or cause (c) breach any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein fiduciary duty or binding confidentiality agreement entered into prior to the contrary, no access or examination date hereof (provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawthat, the Company shallSellers, to Xxxxxxx Holdings and the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company Companies shall use its commercially reasonable efforts to obtain an appropriate protective order the consent of the counterparty to any such binding agreement so as to permit the disclosure contemplated by this Section 6.2), and (Z) neither the Sellers, Xxxxxxx Holdings nor the Companies shall be required to provide any information in respect of ongoing investigations by the State of Illinois to the extent such Persons reasonably believe providing such information would waive attorney-client privilege or other reasonable assurance violate Law, and (ii) instruct each of the Companies’ Representatives to cooperate with Purchaser and its Representatives in Purchaser’s investigation, subject to the conditions set forth in clause (i) above. The Purchaser acknowledges that confidential treatment it is bound by the Confidentiality Agreement, between WCCC and Surterra Holdings, Inc, the parent entity of Purchaser, dated October 8, 2020 (the “Confidentiality Agreement”), and that all information it obtains as a result of access under this Section 6.2 shall be subject to the Confidentiality Agreement. The provision of any information pursuant to this Agreement by the Company Group Members shall not expand the remedies available hereunder to the Purchaser or its Affiliates under this Agreement in any manner. The information provided pursuant to this Agreement will be accorded to such informationused solely for the purpose of effecting the transactions contemplated by this Agreement.

Access to Books and Records. From (a) Until the date hereof until the earlier seventh (7th) anniversary of the termination of this Agreement Closing (provided, that Buyer shall give 30 days’ notice to Seller prior to destroying any records to permit Seller, at its expense, to examine, duplicate or repossess such books and the Closing Daterecords), the Company Buyer shall provide Parent afford promptly to Seller and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide Representatives reasonable access to the books, records, officers, employees, auditors and other advisors of the Company and its Subsidiaries, and provide information with respect to the Company and its Subsidiaries in a readily accessible form (including financial information in a form consistent with the Company's ’s and its Subsidiaries’ historical practice for the preparation of such financial information), to the extent reasonably required by Seller for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Buyer shall reasonably cooperate with Seller and its Representatives, to furnish such books and records and information and make available such officers, employees, auditors and other advisors of the Company and its Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct of the business of any Group CompanyBuyer, and the Company or the Company Subsidiaries. (b) Until the seventh (7th) anniversary of the Closing (provided, that Seller shall give thirty (30) days’ notice to Buyer prior to destroying any records to permit Buyer, at its expense, to examine, duplicate or repossess such books and records), Seller shall, and shall cause Seller’s Affiliates to, afford promptly to Buyer and its Representatives reasonable access to the books, records, officers, employees, auditors and other advisors relating to the Company may elect to limitand its Subsidiaries, or cause any Group Company to limit, disclosure of any and provide information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein with respect to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of Company and its Subsidiaries in a readily accessible form (including financial information in a form consistent with Sellers or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements such Affiliate’s historical practice for the preparation of applicable Law, the Company shallsuch financial information), to the extent permitted reasonably required by applicable Law or the rules or regulations Buyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of any stock exchangehistorical information), promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.loss - 57 -

Access to Books and Records. From Without limiting Section 5.4, during the period from the date hereof until of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, Seller and the Closing Date, the Company shall provide Parent Purchaser and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access toaccess, during normal business hours, hours and upon reasonable advance notice, to the officesexecutive officers, properties, personnel, data, files, information, Tax Returns and all books and records of Seller and the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and Company solely to the extent consented relating to the Business, the Transferred Assets or the Transferred Liabilities as may be reasonably requested by Purchaser solely for purposes in advance furtherance of the transactions contemplated by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersTransaction Documents; provided, however, provided that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to interfere unreasonably with the conduct normal operations of Seller or the business of any Group Company, Company and (b) such access shall occur in such a manner as Seller reasonably determines to be appropriate to prevent the waiver or loss of any attorney-client privilege or work-product protection of Seller or the Company may elect to limitor any of their respective Affiliates, or cause any Group Company to limit, disclosure the violation of any applicable Law or the breach of any duty of confidentiality owed to any Person (whether arising under any Contract or under any applicable Law or otherwise). All requests for such access shall be directed to Xxx Xxxxx and Xxxx Xxxxxxx or such other Person(s) as such Persons may designate in writing to Purchaser (collectively, the “Designated Contacts”). Purchaser shall comply with, and shall cause its Affiliates and Representatives to comply with, all of their obligations under the Confidentiality Agreement with respect to any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided disclosed pursuant to this Section 5.02 5.2, which Confidentiality Agreement will remain in full force and effect with respect to such information until the Closing. Nothing in this Section 5.2 shall qualify or limit require any representation or warranty set forth herein of Seller or the conditions to Closing set forth in Section 7.01(a). If the Company, Company or any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Affiliates to provide access to, or to disclose any information by judicial to, Purchaser or administrative process any of its representatives if such access or by other requirements of applicable Law, disclosure (i) would reasonably be expected to cause competitive harm to Seller or the Company shallif the transactions contemplated by this Agreement were not consummated, to (ii) would be reasonably likely to, result in the extent permitted by waiver or other loss of any legal privilege or protection, (iii) would result in a breach of any duty (whether arising in Contract, under applicable Law or otherwise) of confidentiality owed to any Person or (iv) would be reasonably likely to, result in the rules or regulations violation of any stock exchange, promptly notify Parent in writing and shall disclose, applicable Law (including Laws relating to antitrust or cause the disclosing party competition matters) or any Contract to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that Seller or the Company shall use its commercially reasonable efforts to obtain an appropriate protective order is party or other reasonable assurance that confidential treatment will be accorded to such informationwhich is binding on the respective assets of Seller or the Company.

Access to Books and Records. From the date hereof until the earlier The Company shall, and shall cause each of the termination of this Agreement its Subsidiaries to, provide Buyer, Merger Sub, and the Closing Date, the Company shall provide Parent their respective Affiliates and its authorized representatives (the "Parent's Representatives") Advisors with reasonable access toaccess, during normal business hours, hours and upon reasonable advance notice, to the officesfacilities, assets, properties, personnel, data, files, financial information, Tax Returns senior leadership team, and all books and records of or regarding the Group Companies in order for Parent Company and its Subsidiaries as reasonably requested from time to have the opportunity to make time; provided that (a) such investigation as it shall reasonably desire in connection access does not unreasonably interfere with the consummation normal operations of the Company or any of its Subsidiaries or involve any environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the Transactions, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure (x) would cause material competitive harm to the Company or any of its Subsidiaries if the Transactions are not consummated, (y) would waive any legal privilege or (z) would be in violation of applicable Laws or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company and its Subsidiaries shall use their commercially reasonable efforts to work in good faith with Buyer to determine a manner of providing such information or access in a manner that would not violate such Law or contract). In addition, to the extent consented to reasonably requested by Buyer in advance by connection with preparing its financial statements for the period in which Closing occurs, the Company and its Subsidiaries shall provide, at the cost and expense of Buyer, such additional information, data or support as is reasonably requested by Buyer, subject in each case to provisos (such consent not to be unreasonably withheld, conditioned or delayeda), (b) and provide reasonable access (c) set forth in the immediately preceding sentence. The Company does not make any representation or warranty as to the Company's and accuracy of any Subsidiaries' customers and suppliers; providedinformation, howeverif any, that (a) in exercising access rights under provided pursuant to this Section 5.02, Parent and Parent's Representatives shall Buyer and Merger Sub may not be permitted to interfere unreasonably with rely on the conduct accuracy of any such information, in each case, other than the representations and warranties of the business Company expressly and specifically set forth in Article III regarding the Company and its Subsidiaries, and the providing of any Group Companysuch information will not expand the claims or remedies available hereunder to Buyer, and (b) the Company may elect to limitMerger Sub, or cause the Buyer Group in any Group Company to limit, disclosure of any manner. The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationused solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From and after the date hereof until the earlier Closing, Parent shall, and shall cause each of the termination of this Agreement Surviving Company and its Subsidiaries to, provide the Closing DateUnitholder, the Company shall provide Parent Optionholders, the Representative and its authorized representatives (the "Parent's Representatives") their respective agents and advisors with reasonable access to(for the purpose of examining and copying), during normal business hours, and upon reasonable advance notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order Surviving Company and its Subsidiaries with respect to periods or occurrences prior to the Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to employees (if any) of each of Parent, the Surviving Company, and each of their respective Affiliates for purposes of complying with any applicable tax, financial reporting or regulatory requirements or any other reasonable business purpose; provided, that such access does not unreasonably interfere with the normal operations of the Surviving Company and its Subsidiaries, is permissible under applicable Law, and does not jeopardize the health and safety of any its Subsidiaries; and provided, further, that such access shall not extend to any (a) trade secrets or other competitively sensitive information or (b) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided, that the Parent to have shall, and shall cause each of the opportunity Surviving Company and its Subsidiaries to, use reasonable best efforts to make alternative arrangements to disclose such investigation as it shall reasonably desire privileged information in connection with the consummation of the Transactions, and to the extent a manner that does not waive or violate such privilege). Unless otherwise consented to in advance writing by the Representative, none of Parent, the Surviving Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries shall, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and its Subsidiaries for any period prior to the Closing Date without first offering to surrender to the Representative such books and records or any controlled Affiliate portion thereof which Parent, the Surviving Company or any of their respective representatives are compelled Subsidiaries may intend to disclose any information by judicial destroy, alter or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationdispose of.

Access to Books and Records. From (a) Subject to Section 9.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent the Purchaser and its authorized representatives (the "ParentPurchaser's Representatives") with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheldand its Subsidiaries; provided that, conditioned or delayed)notwithstanding the foregoing, and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of any Group Companythe transactions contemplated by this Agreement, and (bc) nothing herein shall require the Company may elect to limitprovide access to, or to disclose any information to, the Purchaser or any of the Purchaser's Representatives if such access or disclosure would reasonably be expected to (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any Group Company to limitlegal privilege, disclosure or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any information agreement to certain Persons designated as which the Company or any of its Subsidiaries is a "clean team" by Parentparty. Notwithstanding anything contained herein For the avoidance of doubt, the Company will use commercially reasonable efforts to provide the Purchaser when required to be provided to the contrary"Investor" under the Operating Agreement with customary audited year-end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the monthly, no access or examination quarterly and annual periods ending after December 31, 2014 and prior to fifteen (15) days prior to Closing. The Purchaser acknowledges that Purchaser is and remains bound by that certain confidentiality agreement, between the Purchaser and GTCR LLC dated June 8, 2015 (the "Confidentiality Agreement"). To the extent possible, the parties will use commercially reasonable efforts to make appropriate substitute arrangements in circumstances where the foregoing clauses (a) – (c) of this Section 8.02 apply. The information provided pursuant to this Section 5.02 shall qualify 8.02 will be used solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement. No investigation by Purchaser of the business and affairs of the Company or limit any representation Seller, pursuant to this Section 8.02 or warranty set forth herein otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to Closing set forth in Section 7.01(a)the Purchaser's obligation to consummate the transactions contemplated hereby. If Notwithstanding the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawforegoing, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and Confidentiality Agreement shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationterminate at Closing.

Access to Books and Records. From Subject to Section 8.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnelSenior Personnel, dataany employee who is a party to any Ancillary Agreement, filesany Specified Employee (during the Specified Period only), informationany Accepting Specified Employee, Tax Returns any Considering Specified Employee (during the Specified Period and all each Extension Period applicable to such Considering Specified Employee) or any Person who is included in clause (i) of the definition of Knowledge, books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheldand its Subsidiaries; provided that, conditioned or delayed)notwithstanding the foregoing, and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or its Subsidiaries, (b) Purchaser and its authorized representatives shall have no right to perform environmental sampling or testing or other invasive or subsurface investigations of the properties or facilities of the Company or any Group Companyof its Subsidiaries, (c) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (bd) nothing herein shall require the Company may elect to limitprovide access to, or cause any Group Company to limit, disclosure of disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein (i) cause significant competitive harm to the contraryCompany or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, no access (ii) waive any legal privilege, or examination (iii) be in violation of applicable Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of September 13, 2017 (as amended from time to time, the “Confidentiality Agreement”), by and between Purchaser and AMAG Pharmaceuticals, Inc. (“AMAG”). The information provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 7.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will (x) provide Parent and its counsel, financial advisors, auditors and other authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnelofficers, datadirectors, filesmanagers, informationfacilities, Tax Returns and all contracts, books and records of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactionsaffairs of the Company and its Subsidiaries, (y) provide Parent and its counsel, financial advisors, auditors and other authorized representatives with such financial and operating data and other information relating to the Company and any Company Subsidiary, in each case solely to the extent consented to in advance prepared by the Company in the ordinary course of business, as such Persons may reasonably request and (such consent not to be unreasonably withheldz) instruct the employees, conditioned or delayed)counsel and financial advisors of the Company and Company Subsidiaries to, at the reasonable request of Parent, reasonably cooperate with Parent in its investigation of the Company and provide reasonable access to the Company's and any Company Subsidiaries' customers and suppliers; provided, however, provided that (a) such access is during normal business hours and does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in exercising access rights under such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (c) no information or knowledge obtained (or that could have been obtained) by Parent or any of its Affiliates or representatives (including in any investigation pursuant to this Section 5.026.02), whether prior to, on or after the date hereof, and regardless of the source thereof, shall affect or be deemed to modify any representation, warranty or agreement made by any party hereunder and (d) all requests for such access, other than requests for access to employees, officers or directors of the Company and Company Subsidiaries, will be directed to Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx or Xxxxxx Xxxxxx or such other Person as the Company or the Representative may designate from time to time (the “Designated Contacts”); provided that, Parent and Parent's Representatives shall not be permitted required to interfere unreasonably request access from the Designated Contacts to the extent any such Designated Contact has previously consented to Parent’s access with respect to a particular matter and Parent’s access is substantially consistent with such prior consent. Notwithstanding anything to the conduct of contrary in this Agreement, neither the business Company nor its Subsidiaries will be required to disclose any information to Parent or Parent’s Representatives if such disclosure would be reasonably likely to (x) result in the loss of any Group Companyattorney-client or other legal privilege or (y) contravene any applicable Law, and (b) fiduciary duty or binding agreement entered into prior to the date hereof. The Company may elect does not make any representation or warranty as to limit, or cause any Group Company to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Parent may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company’s representations and warranties contained in Article IV. Parent is not authorized to and will not (and will use its reasonable best efforts to cause Parent’s Representatives not to) contact any Person it knows to be a customer, supplier, lessor, lender or other material business relation of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or any controlled Affiliate the Representative; provided that such Person is not a customer, supplier, lessor, lender, representative or their respective representatives are compelled other material business relation of Parent. The information provided pursuant to disclose any information this Section 6.02 will be governed by judicial or administrative process or all the terms and conditions of the Mutual Confidentiality and Nondisclosure Agreement, effective as of May 1, 2016, by other requirements of applicable Lawand between Xxxxx Technologies, Inc. and Deltek, Inc. (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 8.01, the Company shall, to Confidentiality Agreement will survive the extent permitted by applicable Law or termination of this Agreement for the rules or regulations of any stock exchange, promptly notify Parent period set forth in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnelofficers, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, however, provided that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business of any Group CompanyCompany and its Subsidiaries, and (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) all requests for such access will be directed to Xxxxx Xxxxxxx, Xxxxx Xxxx or such other Person as the Company or the Representative may elect designate in writing from time to limittime (the “Designated Contacts”). Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or cause Parent’s Representatives if such disclosure would be reasonably likely to (x) jeopardize any Group attorney client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Parent may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact any officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or any controlled Affiliate the Representative (which consent shall not be unreasonably withheld, delayed or their respective representatives are compelled conditioned). The information provided pursuant to disclose any information this Section 6.02 will be governed by judicial or administrative process or all the terms and conditions of the Mutual Confidentiality Agreement, dated June 30, 2014, by other requirements of applicable Lawand between Tripwire, Inc. and Xxxxxx Inc. (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Company shall, to Confidentiality Agreement will survive the extent permitted by applicable Law or termination of this Agreement for the rules or regulations of any stock exchange, promptly notify Parent period set forth in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From During the date hereof until the earlier of the termination of this Agreement and the Pre-Closing DatePeriod, the Company shall will provide Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, however, provided that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business of any Group CompanyCompany and its Subsidiaries, and (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) all requests for such access will be directed to Xxxxxx Xxxxx, Xx. and/or Xxxx XxXxxxxx or such other Person as the Company or the Representative may elect designate in writing from time to limittime (the “Designated Contacts”). Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or cause Parent’s Representatives if such disclosure would be reasonably likely to (x) jeopardize any Group attorney client or other legal privilege (subject to the common interest doctrine) or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Parent may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact (i) any officer, director, employee of the Company or any of its Subsidiaries prior to the Effective Time or (ii) any customer, supplier, lessor, lender or other material business relation of the Company or any controlled Affiliate of its Subsidiaries prior to the Effective Time regarding matters related to the Company, its Subsidiaries or their respective representatives are compelled the transactions contemplated by this Agreement, in each case without the prior written consent of the Company. The information provided pursuant to disclose any information this Section 6.02 will be governed by judicial or administrative process or all the terms and conditions of the Mutual Confidentiality Agreement, dated July 21, 2014, by other requirements of applicable Lawand between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Company shallConfidentiality Agreement will survive the termination of this Agreement for a period of two (2) years following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the extent permitted by applicable Law or contrary, the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required Confidentiality Agreement term will be automatically amended to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to extended for such informationtwo (2) year period).

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and In connection with any matter relating to any period prior to the Closing Date, IBH and Purchaser shall, for a period of three (3) years, upon the Company shall provide Parent reasonable request and at the expense of the other, permit the other and its authorized representatives (the "Parent's Representatives") with reasonable access toaccess, during normal business hours, and upon reasonable noticenotice and at reasonable times, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of IBH and Purchaser, to the Group Companies in order for Parent to have extent that such access is reasonably required by the opportunity to make such investigation as it shall reasonably desire other in connection with (i) the consummation preparation of the Transactionsany required tax returns or financial reports, and or (ii) any claim, litigation, audit or investigation or any other proper purpose relating to the extent consented to in advance by Business prior the Company (such consent not to be unreasonably withheldClosing Date hereof; PROVIDED, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, howeverHOWEVER, that (a) the foregoing shall be done in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall a manner so as to not be permitted to interfere unreasonably with the conduct of the business of IBH or Purchaser. During the five (5) year period beginning on the Closing Date, IBH and Purchaser shall not dispose of or permit the disposal of any Group Companysuch books and records not required to be retained under such policies without first giving sixty (60) days' prior written notice to the other offering to surrender the same to the other at the other's expense, and (b) IBH and Purchaser will use their reasonable efforts to assist the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein other in identifying those documents related to the contrary, no access or examination provided conduct of the Business. IBH and Purchaser hereby agree in connection with their review of the books and records of the other pursuant to this Section 5.02 8, that it will keep confidential all information obtained by it (and unrelated to the Business) until such information shall, other than by action of IBH or Purchaser (as the case may be), become publicly known or available; PROVIDED, HOWEVER, that nothing contained herein shall qualify prevent IBH and Purchaser at any time from furnishing any required information to any governmental authority or limit any representation or warranty set forth herein or the conditions agency pursuant to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative lawful process or by other requirements of from complying with its legal or contractual obligations. To the extent such records include confidential patient information, all parties shall comply with all laws applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations confidentiality of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationpatient records.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized representatives Representatives (the "“Parent's ’s Securityholder Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all books Books and records Records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Securityholder Representatives shall not be permitted to interfere unreasonably in any material respect with the conduct of the business of any Group Company, and ; (b) the Company Group Companies may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "“clean team" ” by Parentthe Parent (which Persons must be reasonably acceptable to the Company); and (c) such access rights shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If The Parent acknowledges that the CompanyParent is and remains bound by the Confidentiality Agreement between Xxxxx.xxx, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable LawInc. and the Company dated May 8, 2020 (as amended, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. From Between the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide afford to Parent and its authorized representatives (the "Parent's “Parent Representatives"”) with reasonable access to, during normal business hours, at reasonable times and upon reasonable noticenotice to the facilities, senior officers, employees, products, processes, technology, business and financial records, contracts, business plans, budget and projections, customers, suppliers and other material information regarding the Company and the Subsidiaries as Parent may reasonably request, and the work papers of Xxxxx & Xxxxx, the officesCompany’s independent accountants, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies otherwise provide such assistance as is reasonably requested by Parent in order for that Parent to may have the a full opportunity to make such investigation and evaluation as it shall reasonably desire in connection to make of the business and affairs of the Company and the Subsidiaries. In addition, the Company and its officers and directors shall cooperate fully (including providing introductions where necessary) with Parent to enable Parent to contact such third parties, including customers, prospective customers, specifying agencies, vendors or suppliers of the Company and the Subsidiaries, as Parent deems reasonably necessary; provided, that Parent agrees not to initiate such contacts without the prior approval of the Company, which approval will not be unreasonably withheld; and provided that Parent may not unreasonably interfere with the consummation Company’s or any Subsidiary’s normal operations; and provided that all such access under this Section 5.2 shall be coordinated only through the senior officers of the Transactions, and Company. Parent acknowledges its obligations pursuant to the extent consented confidentiality letter agreement, dated May 17, 2005, between Parent and the Company, as supplemented by the letter agreement, dated June 28, 2005, between Parent and the Company (collectively, the “Confidentiality Agreement”) with respect to any Evaluation Materials (as such term is defined in advance the Confidentiality Agreement) disclosed to Parent and the Parent Representatives by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access pursuant to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) covenants contained in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information5.2.

Access to Books and Records. From During the date hereof until the earlier of the termination of this Agreement and the Closing DateInterim Period, the Company and Sellers shall, and shall cause each of the Company’s Subsidiaries to, provide Parent Buyer and its authorized representatives (the "Parent's Representatives") Advisors with reasonable access toaccess, during normal business hours, hours and upon reasonable advance notice, to the officesfacilities, assets, properties, personnel, data, files, financial information, Tax Returns and all senior management-level employees, books and records records, contracts and documents of or regarding the Company and its Subsidiaries as reasonably requested from time to time; provided that (a) such access does not unreasonably interfere with the normal operations of the Group Companies Company or any of its Subsidiaries, or involve any environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in order for Parent such a manner as Sellers and the Company reasonably determine to have be appropriate to protect the opportunity to make such investigation as it shall reasonably desire in connection with the consummation confidentiality of the Transactions, and (c) nothing herein shall require Sellers or the Company to provide access to, or to disclose any information to, Buyer or any of its Advisors if such access or disclosure (i) jeopardize the attorney-client privilege or other legal immunity or protection from disclosure of Sellers, the Company and its Subsidiaries, (ii) would contravene any Law (including applicable Antitrust Laws and any applicable data privacy Laws), Contract or other obligation of confidentiality to which a Seller, the Company or any of the Company’s Subsidiaries is subject to, or (iii) includes information that could reasonably be expected to result in competitive harm to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access its Subsidiaries if provided to the Company's and any Subsidiaries' customers and suppliersBuyer or its Affiliates if the transactions contemplated by this Agreement are not consummated; provided, howeverthat, the Company shall use its reasonable best efforts to allow for such access and disclosure in a manner that does not give rise to the foregoing clauses (ai) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any ii). The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 6.02 will be accorded to such informationused solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) From the date hereof until the earlier of the Closing and the termination of this Agreement and the Closing Datein accordance with Section 7.01, the Company shall (and shall cause each of its Subsidiaries to) provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") Representatives with reasonable full access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, Company and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, however, provided that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to materially and unreasonably interfere unreasonably with the conduct of the business of any Group Companythe Company and its Subsidiaries, and taken as a whole, (b) nothing herein shall require the Company may elect and its Subsidiaries to limitprovide access to, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial to, the Purchaser if such access or administrative process disclosure would be reasonably likely to (i) waive any legal privilege or by other requirements (ii) be in violation of applicable Law (including the HSR Act or any other applicable antitrust Law, ) or the provisions of any Contract entered into prior to the date of this Agreement and to which the Company shallor any Subsidiary is a party, and (c) nothing herein shall require the Company or its Subsidiaries to allow the Purchaser to conduct invasive environmental sampling or testing of the Real Property or relating to the extent permitted by applicable Law or Business without the rules or regulations written consent of any stock exchangethe Company; provided, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, providedhowever, that the Company has provided consent to the environmental sampling activities described on Schedule 5.02. In the event that the Company or its Subsidiaries does not provide access to or disclose information in reliance on clause (i) or (ii) of the preceding sentence, the Company shall provide written notice to the Purchaser that it is denying such access or withholding such information and shall use its commercially reasonable efforts to obtain an appropriate protective order communicate, to the extent feasible, the applicable information in a way that would not waive such privilege or other reasonable assurance contravene such Law or Contract. The Purchaser acknowledges that confidential treatment will it remains bound by the Confidentiality Agreement, dated April 15, 2016 (the “Confidentiality Agreement”) and that all information it obtains as a result of access under this Section 5.02 shall be accorded subject to such informationthe Confidentiality Agreement.

Access to Books and Records. From the date hereof Buyer shall maintain until the earlier sixth (6th) anniversary of the termination Closing Date all Books and Records to the extent relating to the business of this Agreement any Acquired Company or any asset or liability of any Acquired Company prior to the Closing; provided, that nothing herein shall prohibit Buyer or any Acquired Company from disposing of any Books and Records in the Closing Dateordinary course of business consistent with past practice. After the Closing, the Company Buyer shall provide Parent Seller and its authorized representatives (the "Parent's Representatives") Representatives with reasonable access toaccess, upon prior reasonable written request, during normal regular business hours, to (a) the officers and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records employees of the Group Acquired Companies in order for Parent to and (b) the Books and Records (and Seller and its Representatives shall have the opportunity right to make copies of such investigation Books and Records at its sole cost), but, in each case, (x) only to the extent relating to the assets, liabilities or business of any Acquired Company prior to the Closing, and (y) as it shall is reasonably desire necessary (i) for Seller’s financial reporting and accounting matters, or (ii) in connection with the consummation of the Transactionsany audit, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheldinvestigation, conditioned dispute or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierslitigation; provided, however, that (ai) in exercising access rights under this Section 5.02, Parent Seller and Parent's its Representatives shall conduct any such activities in such a manner as not be permitted to interfere unreasonably with the conduct business or operations of Buyer or the business of any Group CompanyAcquired Companies, and (bii) the Company may elect Buyer shall not be obligated to limit, provide such access or cause information (A) if doing so would violate any Group Company applicable Law or expose such Person to limit, any liability for disclosure of any personal information, personally identifiable information or protected health information or (B) with respect to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein any information, documents or materials that are subject to the contraryan attorney-client, no access attorney work product or examination provided pursuant to this Section 5.02 shall qualify other evidentiary privilege or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, protection; provided, that in the Company event information is not provided to Seller or its Representatives pursuant to the foregoing clause (ii), Buyer shall use its commercially reasonable efforts to obtain an appropriate protective order provide a summary of such information that does not LEGAL_US_E # 161486834.17 violate its legal privilege, applicable Law or other reasonable assurance that confidential treatment will be accorded to such any personal information, personally identifiable information or protected health information, as the case may be.

Access to Books and Records. From the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to Article VI (the “Pre-Closing Period”), and subject to the Closing Daterequirements of any Law, the Company and each of its Subsidiaries shall (a) provide Parent and its MergerSub and their authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, with reasonable access during normal business hours to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company or any of its Subsidiaries and shall instruct its Representatives to cooperate with Parent and MergerSub’s Representatives as reasonably necessary in order for Parent and MergerSub to have the opportunity to make such investigation as it they shall reasonably desire in connection with the consummation to make of the TransactionsBusiness, affairs and to the extent consented to in advance by properties of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any of its Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02the activities of Parent, MergerSub and Parent and Parent's MergerSub’s Representatives shall be conducted in a manner so as not be permitted to interfere unreasonably with the conduct operation of the business of any Group Company, the Company and its Subsidiaries; and (b) furnish to Parent, MergerSub and their respective Representatives such additional information as Parent, MergerSub and their respective Representatives may reasonably request from time-to-time Except as otherwise agreed to by the Company, and notwithstanding the termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of April 19, 2013, between Parent and the Company may elect (the “Confidentiality Agreement”) shall apply to limit, all information furnished to any of Parent and MergerSub’s authorized Representatives by the Company or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parentits Subsidiaries. Notwithstanding anything contained herein to the contrary, no access or examination provided No investigation pursuant to this Section 5.02 shall qualify 4.2 or limit any representation information provided, made available or warranty set forth herein delivered to Parent, MergerSub or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any controlled Affiliate representations, warranties, covenants, conditions, remedies or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements rights of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent Parties hereto contained in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationthis Agreement.

Access to Books and Records. From and after the date hereof until the earlier of the termination of this Agreement and the Closing DateClosing, the Purchaser shall, and shall cause the Company shall to, provide Parent the Sellers, the Representative and its authorized representatives (the "Parent's Representatives") their agents with reasonable access toaccess, during normal business hours, and upon reasonable advance notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Company and its Subsidiaries with respect to have periods or occurrences prior to the opportunity Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to make employees, officers, advisors, accountants, offices and properties of the Company and its Subsidiaries; provided that (i) such investigation as it shall reasonably desire in connection access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany or any of its Subsidiaries and (ii) nothing herein shall require the Purchaser, the Company or any of its Subsidiaries to provide access to, or to disclose any information to, the Sellers or their agents if such access or disclosure (x) requires the disclosure of any financial or proprietary information of or regarding the Purchaser or its Affiliates (excluding the Company and its Subsidiaries) or otherwise disclose information regarding the Purchaser or its Affiliates (excluding the Company or its Subsidiaries) that the Purchaser reasonably deems to be commercially sensitive, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Governmental Body (including the extent HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Purchaser or any of its Affiliates is a party. Unless otherwise consented to in advance writing by the Representative, neither the Purchaser nor the Company (such consent not to be unreasonably withheld, conditioned or delayed)shall, and provide reasonable access shall not permit the Company’s Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and its Subsidiaries for any period prior to the Company's Closing Date without first offering to surrender to the Representative such books and records or any Subsidiaries' customers and suppliers; provided, however, portion thereof that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) Purchaser or the Company or any of its Subsidiaries may elect intend to limitdestroy, alter or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parentdispose of. Notwithstanding anything contained herein expressed or implied in this Agreement to the contrary, no access neither the Purchaser nor any of its Affiliates shall be required to (I) disclose to any Person, any Tax information or examination provided pursuant Tax Return that does not relate directly or indirectly to this Section 5.02 shall qualify the Company, any of its Subsidiaries in existence as of Closing or limit any representation of the Blocker Corps or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If (II) provide any information regarding the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose of the Blocker Corps in any information by judicial or administrative process or by format other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclosethan as then exists, or cause otherwise to manipulate or reconfigure any data regarding the disclosing party to discloseCompany’s, only that portion any of such information which its Subsidiaries’ or any of the disclosing party is advised by its counsel is legally required to be disclosedBlocker Corps’ business, providedassets, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order financial performance or other reasonable assurance that confidential treatment will be accorded to such informationcondition or operations.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing DateClosing, the Company shall provide the Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactionstransactions contemplated hereby, and provided that, if the Company provides the Parent with written notice of an objection with respect to the extent consented to in advance by the Company (such consent not identity of a third party to be unreasonably withheldincluded as one of the Parent’s Representatives, conditioned or delayed), and provide reasonable the Parent will consider the Company’s objection in good faith. All requests for access to employees shall be coordinated through the Company's individuals listed under the applicable heading on Schedule 5.02(a) and any Subsidiaries' all requests for contracts with or (with respect to the transactions contemplated by this Agreement) access to customers and suppliers; provided, however, that (a) in of the Group Companies shall be coordinated through the individuals listed on Schedule 5.02(b). In exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (bii) the Company may elect only access personal information relating to limit, or cause employees of any Group Company to limitthe extent necessary for, and only for the purposes of, the completion of the transactions contemplated hereby and (iii) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or sales representatives without the Company’s prior written consent (other than, to the extent applicable, regarding matters unrelated to the transactions contemplated hereby). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work product privilege, violate any third party confidentiality obligations to which any Group Company is bound as of the date of this Agreement, or violate any applicable Law. In any such case, the Company shall use its reasonable best efforts to make appropriate substitute disclosure of any information to certain Persons designated arrangements. The Parent acknowledges that the Parent is and remains bound by the Confidentiality Agreement between Parent and Plex Systems, Inc. dated January 28, 2020, as a "clean team" by Parentamended on May 25, 2021 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing Date or the earlier of the termination of this Agreement pursuant to Section 8.01, each of the Seller and the Closing Date, the Company shall will provide Parent Buyer and its and their respective authorized representatives (the "Parent's collectively, “Buyer’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to (a) the offices, properties, personnelcontracts, databooks, filesrecords and, informationto the extent permitted by the Seller, Tax Returns and all books and records the systems of the Group Companies Company as reasonably requested by Buyer in order for Parent Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactions, and to the extent consented to in advance by affairs of the Company (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (y) all officers and management-level employees of the Company for discussion of the business operations and personnel of the Company; provided, however, in each case, such access shall be provided only during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of such the Company. All requests by Buyer or Xxxxx’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to the Seller or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (a) the Company will not be required to disclose any information to Buyer or Buyer’s Representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date hereof and (b) prior to the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any customers of the Company concerning the transactions contemplated hereby. Buyer acknowledges that it is and provide reasonable access remains bound by the Confidentiality and Non-Disclosure Agreement, dated September 15, 2021, between Amedisys, Inc. and HouseWorks, LLC (the “Confidentiality Agreement”), and that Buyer shall cause Buyer’s Representatives to abide by the Company's and any Subsidiaries' customers and suppliersterms of the Confidentiality Agreement; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of event the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawis consummated, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing Confidentiality Agreement shall be terminated and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationbecome null and void.

Access to Books and Records. From During the period from the date hereof until of this Agreement to the earlier of the Closing and the termination of this Agreement and the Closing Datein accordance with its terms, the Company shall cause each Acquired Company to provide Parent Purchaser and its authorized representatives with access (the "Parent's Representatives") with reasonable access to, during normal business hours, hours and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and ) to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02books and records, Parent including financial, operating and Parent's Representatives shall not be permitted other data and information relating to interfere unreasonably with the conduct business, of the business of any Group Company, and Acquired Companies; (b) premises of the Acquired Companies (but excluding sampling or testing of the environment or building materials without prior written permission from the Securityholder Representative); and (c) officers and/or other key personnel of the Acquired Companies, in each case who are listed on Schedule 6.03; provided that (i) such access does not unreasonably interfere with the normal operations of any Acquired Company, (ii) such access shall occur in such a manner as the Acquired Companies reasonably determine to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the Securityholder Representative or such other Person(s) as the Securityholder Representative may designate in writing from time to time (collectively, the “Designated Contacts”), (iv) nothing herein shall require any Acquired Company may elect to limitprovide access to, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information to, Purchaser or any of its representatives if such access or disclosure would (A) waive any legal privilege, as determined in good faith by judicial the Company after consultation with counsel, or administrative process (B) be in violation of any applicable Law (including any COVID-19 Measures or by the HSR Act or other requirements applicable antitrust Laws), and (v) no access need be granted if the Company believes it may jeopardize the health and safety of applicable Lawany employee, independent contractor or other agent of any Acquired Company; provided that prior to withholding any access or information pursuant to the foregoing, the Company shall, shall notify Purchaser in writing of the nature of the information being withheld and take any actions as may reasonably be requested by Purchaser to implement alternate arrangements in order to allow Purchaser such access or information to the extent permitted by applicable Law reasonably practicable under the circumstances. Other than the Designated Contacts or as expressly provided in the rules immediately preceding sentence, Purchaser is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, director, manager, employee or regulations officer, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any stock exchange, promptly notify Parent in writing and shall disclose, or cause Acquired Company prior to the disclosing party to disclose, only that portion Closing without the prior written consent of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationSecurityholder Representative.

Access to Books and Records. From Subject to Section 6.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "“clean team" ” by Parentthe Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If The Parent acknowledges that the CompanyParent is and remains bound by the Confidentiality Agreement between Par Pharmaceutical, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, Inc. and the Company shalldated November 6, to 2013 (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. (q) From the date hereof until the Closing (or the earlier of the termination of this Agreement and the Closing Datepursuant to ARTICLE X), (i) the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access toaccess, upon reasonable advance notice and during normal regular business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries and (ii) each Blocker Seller shall provide the Purchaser and the Purchaser’s Representatives with reasonable access, upon reasonable advance notice and during regular business hours, to the books and records of the Blocker Corp set forth opposite such Blocker Seller’s name on the attached Schedule I, in each case, in order for Parent the Purchaser and the Purchaser’s Representatives to have access such information regarding the opportunity to make such investigation Company, its Subsidiaries and the Blocker Corps as it shall the Purchaser reasonably desire deems necessary in connection with effectuating the consummation transactions contemplated by this Agreement; provided that (i) such access does not unreasonably interfere with the normal operations of the TransactionsCompany, and to any of its Subsidiaries, any of the extent consented to Blocker Sellers or any of the Blocker Corps, (ii) such access shall occur in advance by such a manner as the Company (such consent not or any Blocker Seller, as applicable, reasonably determines to be unreasonably withheldappropriate to protect the confidentiality of the transactions contemplated by this Agreement, conditioned (iii) all requests for access shall be directed to Hxxxxxxx Lxxxx Capital, Inc. or delayed)such other Person(s) as the Company or any Blocker Seller, as applicable, may designate in writing from time to time and (iv) nothing herein shall require the Company or any Blocker Seller to provide reasonable access to, or to disclose any information to, the Purchaser if such access or disclosure (x) requires the Company's and , any of its Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct any of the business Blocker Sellers or any of the Blocker Corp to disclose any financial or proprietary information of or regarding the Affiliates of the Company or any of the Blocker Corps (excluding the Company and the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company or any of the Blocker Corps (excluding Subsidiaries of the Company) that the Company or any of the Blocker Sellers reasonably deems to be commercially sensitive, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Group Governmental Body (including the HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Company, and (b) any of its Subsidiaries, any of the Company may elect to limit, Blocker Sellers or cause any Group Company to limit, disclosure of any information to certain Persons designated as the Blocker Corps is a "clean team" by Parentparty. Notwithstanding anything contained herein expressed or implied in this Agreement to the contrary, no access neither the Company nor any of its Subsidiaries, any of the Blocker Sellers or examination provided pursuant any of the Blocker Corps shall be required to this Section 5.02 shall qualify (I) disclose to any Person, any Tax information or limit any representation or warranty set forth herein or the conditions Tax Return that does not relate to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate of the Blocker Corps or their respective representatives are compelled to disclose (II) provide any information by judicial regarding the Company, any of its Subsidiaries or administrative process or by any of the Blocker Corps in any format other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclosethan as then exists, or cause otherwise to manipulate or reconfigure any data regarding the disclosing party to discloseCompany’s, only that portion any of such information which its Subsidiaries’ or any of the disclosing party is advised by its counsel is legally required to be disclosedBlocker Corps’ business, providedassets, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order financial performance or other reasonable assurance that confidential treatment will be accorded to such informationcondition or operations.

Access to Books and Records. From the date hereof until the Effective Time or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company shall Company, consistent with applicable Law or “clean room procedures” established by the Company, shall, to the extent permitted by the HSR Act and any Other Antitrust Regulations, provide the Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, books and records (including Tax Returns and all books and records Tax workpapers) of the Group Companies Company and its Subsidiaries in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire to make to confirm the representations and warranties made by the Company in connection Article V of this Agreement and to assist the Parent in planning its integration of the Company with Parent and its Subsidiaries; provided, that such access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany; and provided, further, that the Company and its Subsidiaries may restrict or otherwise prohibit access to any documents or information to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising any applicable Law requires the Company to restrict or otherwise prohibit access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and such documents or information or (b) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Any access to the properties of the Company may elect or any of its Subsidiaries shall be subject to limit, the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Neither the Company nor any of the Company Securityholders makes any representation or cause any Group Company warranty as to limit, disclosure the accuracy or completeness of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify 7.03, and neither the Parent nor the Merger Sub may rely (and Parent and Merger Sub acknowledge and agree that they have not so relied) on the accuracy or limit completeness of any representation or warranty set forth herein or such information, in each case, other than the conditions to Closing representations and warranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 7.03 will be accorded to such informationused by Parent and its authorized representatives solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From At the date hereof until the earlier request and expense of the termination of this Agreement and the Closing DateLimited Partner, the Company Limited Partner shall provide Parent and have the right for its authorized representatives (the "Parent's Representatives") with then currently engaged independent accountants to have access, at all reasonable access to, times upon reasonable prior notice during normal business hours, to audit and upon reasonable noticeexamine, and make copies or extracts of or from the officesbooks, propertiesrecords and accounts of the Partnership and its Subsidiaries, personnelif any, datain order to verify the accuracy of the allocations and distributions made pursuant to Articles 4 and 5 and the financial statements, filesreports and information required to be provided pursuant to Section 6.5(a) and the compliance of the Partnership and the General Partner with the terms of this Agreement. Such rights of access, audit and inspection shall terminate three (3) years after the close of each Fiscal Year to which such financial statements, reports and information, Tax Returns and all books and records as the case may be, relate. The Limited Partner shall enter into a written engagement with such accountants, a copy of which shall be provided to the General Partner, providing that (i) the scope of the Group Companies engagement with respect to such audit and examination is limited to the rights provided in order for Parent to have this Section 6.4 and, if the opportunity to make such investigation as it shall reasonably desire audit is performed in connection with the consummation another audit permitted by any other agreement between an 53 49 Affiliate of the TransactionsLimited Partner and the Partnership, the rights of such Affiliate under such other agreement, (ii) such accountants agree to use reasonable efforts, consistent with their professional responsibility, the availability of materials and information and the level of assistance received, to conclude the audit and examination within a reasonable period of time, and (iii) such accountants agree to keep any such information to which they have access pursuant to the extent consented to in advance by the Company (such consent foregoing confidential and not to be unreasonably withhelddisclose to the Limited Partner (or any of its Affiliates) any information other than information relating to the accuracy of such allocations, conditioned or delayed)distributions, financial statements, reports and information, as the case may be, and provide reasonable access the compliance of the Partnership and the General Partner with the terms of this Agreement and in no event shall quantities or prices or rebates to individual customers be disclosed to the Company's Limited Partner (or any of its Affiliates) or any other Person. Notwithstanding the foregoing, provided no Allocation Shortfall has occurred and remains uncured, the Limited Partner shall not, during each period from December 15 of any Subsidiaries' customers Fiscal Year through January 31 of the following Fiscal Year, exercise its rights of access, audit and suppliers; provided, however, that (a) in exercising access rights inspection under this Section 5.02and, Parent and Parent's Representatives shall not be permitted during the period from February 1 through the last day of February of any Fiscal Year, exercise such rights with respect to interfere unreasonably with the conduct activities of the business Partnership during the last Fiscal Quarter of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationprior Fiscal Year.

Access to Books and Records. From (a) After the date hereof until the earlier of the termination of this Agreement until the Closing, and subject to the Closing Daterequirements of applicable Laws and applicable Pandemic Measures, Seller shall cause the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with Transferred Entities to afford to Representatives of Purchaser reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Business, under the supervision of the personnel of Seller or its Subsidiaries, during normal business hours and in order accordance with the procedures established by Seller, in each case, as is reasonably requested in writing by Purchaser or its Representatives for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with purposes of integration planning following the consummation of the Transactions, and transactions contemplated by this Agreement; provided that none of Seller or the Transferred Entities shall be required to make available Transferred Entity Employee personnel files until after the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersClosing Date; provided, howeverfurther, that Seller and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of any drug testing or other sensitive or personal information if doing so could result in a violation of applicable Law; provided, further, that any such access shall be subject to feasibility and permissibility under applicable Laws (including any Pandemic Measures). Purchaser shall indemnify and hold Seller and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary contained in this Section 6.1(a), Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (i) that is of a competitively sensitive nature, (ii) that is subject to the terms of a non-disclosure agreement or similar undertaking with a third party, (iii) that may constitute privileged attorney-client communications or attorney work product or (iv) if the provision of access to such document (or portion thereof) or information, as determined by Seller or any Transferred Entity in good faith, could reasonably be expected to conflict with applicable Contracts or Laws; provided, that (aA) in exercising access rights under this Section 5.02the case of clause (i), Parent Seller and Parent's Representatives Purchaser shall not be permitted use commercially reasonable efforts to interfere unreasonably with the conduct of the business of any Group Company, identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such competitively sensitive information and (bB) in the Company may elect case of clauses (ii) through (iv), Seller and Purchaser shall use commercially reasonable efforts to limit, identify and pursue a permissible method of providing such disclosure without violating such Contracts or cause any Group Company to limit, disclosure Laws and without resulting in a loss of any such attorney-client privileges or attorney work product protection. All information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination and documents provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or 6.1(a) will be subject to the conditions Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to Closing set forth in Section 7.01(a). If the Companyabide by, any of and will cause its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Representatives to disclose any information by judicial or administrative process or by other requirements of applicable Lawcontinue to abide by, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion terms of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier of the Closing or termination of this Agreement and the Closing Datein accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, provide Parent Buyer, Merger Sub, or their respective Affiliates and its authorized representatives (the "Parent's Representatives") Advisors with reasonable access toaccess, during normal business hours, hours and upon reasonable advanced notice, to the officesfacilities, assets, properties, personnel, data, files, financial information, Tax Returns and all senior management-level employees, books and records records, contracts and documents of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by or regarding the Company (such consent not and its Subsidiaries as reasonably requested from time to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstime; provided, however, provided that (a) such access does not unreasonably interfere with the normal operations of the Company or any of its Subsidiaries, (b) such access shall occur in exercising such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (c) nothing herein shall require the Company to provide access rights under to, or to disclose any information to, Buyer or any of its representatives if such access or disclosure would (y) jeopardize the attorney-client privilege or other legal immunity or protection from disclosure of Buyer, the Surviving Corporation or their Subsidiaries, or (z) contravene any Law or other contractual obligation of confidentiality. The Company does not make any representation or warranty as to the accuracy of any information, if any, provided pursuant to this Section 5.02, Parent and Parent's Representatives shall Buyer and Merger Sub may not be permitted to interfere unreasonably with rely on the conduct accuracy of any such information, in each case, other than the representations and warranties of the business Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any Group Companysuch information will not expand the claims or remedies available hereunder to Buyer, and (b) the Company may elect to limitMerger Sub, or cause the Buyer Group in any Group Company to limit, disclosure of any manner. The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or will be used solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement. Notwithstanding anything to Closing the contrary set forth in Section 7.01(a). If this Agreement or in the CompanyConfidentiality Agreement, any of Buyer, its Subsidiaries or any controlled Affiliate or and their respective representatives are compelled to Representatives may disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, and its Subsidiaries to the extent permitted by applicable Law or Financing Sources and the rules or regulations Financing Source Related Parties without any further consent of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall or its Affiliates subject to the confidentiality and use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationterms of the Confidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company Seller shall provide Parent Buyer and its authorized representatives (the "Parent's “Buyer’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for Parent Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent Buyer and Parent's Buyer’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (bii) the Company may elect only access personal information relating to limitemployees, providers or cause customers of any Group Company to limitthe extent necessary for, and only for the purposes of, the completion of the transactions contemplated hereby and (iii) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or brokers without Seller’s prior written consent (other than, to the extent applicable, in the ordinary course of business regarding matters unrelated to the transactions contemplated hereby). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law; provided that Seller shall, and shall cause the Group Companies to, use commercially reasonable efforts to provide Buyer such access or make such disclosure (or as much of any information to certain Persons designated it as possible) in a "clean team" manner that does not have such consequences. Buyer acknowledges that Buyer is and remains bound by Parentthe Confidentiality Agreement between Buyer and Xxxxxx X. Board & Co., on behalf of the Group Companies, dated March 12, 2021 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing or the earlier of the termination of this Agreement and the Closing Datepursuant to Section 7.01 hereof, the Company shall provide Parent and its authorized representatives, advisors and prospective lenders and each of their respective representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, employees, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation Company as it reasonably requests, and the Company shall reasonably desire use reasonable efforts to cause its employees and representatives to cooperate with Parent and Parent’s Representatives in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable Parent’s access to the foregoing; provided that such access does not unreasonably interfere with the normal operations of the Company's and ; provided further that all requests for such access shall be directed to the Company CFO or such other Person as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any Subsidiaries' customers and suppliersinformation to Parent if such disclosure would be reasonably likely to (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty, agreement or confidentiality obligations binding upon the Company prior to the date hereof; provided that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request; provided, howeverfurther, that the Company will disclose any such information to Parent if Parent agrees to be bound by the terms of any confidentiality agreement applicable to the Company. The Company does not make any representation or warranty as to the accuracy of any information (aif any) in exercising access rights under provided pursuant to this Section 5.02, Parent other than as expressly set forth in the Company’s representations and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parentwarranties contained in Article 3. Notwithstanding anything contained herein Prior to the contraryClosing, no access or examination the information provided pursuant to this Section 5.02 will be used solely for purposes relating to the transactions contemplated hereby and Parent’s rights hereunder, and shall qualify or limit any representation or warranty set forth herein or be governed by all the terms and conditions to Closing set forth in Section 7.01(a). If of the CompanyConfidentiality Agreement, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawdated January 22, 2008, between Tornier Inc. and the Company shall, to (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall cause its Subsidiaries to provide the Parent and its Merger Sub and Parent and Merger Sub’s authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (bii) the Company may elect only access personal information relating to limitemployees, providers or cause customers of any Group Company to limitthe extent necessary for, disclosure and only for the purposes of, the completion of the transactions contemplated hereby and (iii) not directly or indirectly contact or communicate with any of the Group Companies’ customers, vendors, suppliers, distributors or brokers in their capacity as such (other than contacts and communications with customers, vendors, suppliers, distributors or brokers of the Parent or in the ordinary course of business, consistent with past practice, regarding matters unrelated to the transactions contemplated hereby) without appropriate personnel of the Group Companies participating in any such contact or communication. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to certain Persons designated as a "clean team" attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law; provided that the Company shall, or cause its Subsidiary to, use commercially reasonable efforts to cause the third party to which the confidentiality obligation is owed to consent to the disclosure. The Parent acknowledges that the Parent is and remains bound by Parentthe Confidentiality Agreement between Nasdaq Inc. and the Company dated June 8, 2017 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From For a period of seven (7) years after the date hereof until the earlier of the termination of this Agreement and the Closing DateClosing, Buyer shall cause the Company shall Group to provide Parent Seller and its authorized representatives (the "Parent's Representatives") with reasonable access to(for the purpose of examining and copying), during normal business hours, hours and upon reasonable prior written notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Company Group Companies in order for Parent with respect to have periods or occurrences prior to or on the opportunity to make such investigation as it shall reasonably desire Closing Date in connection with compliance with applicable Law, tax or accounting purposes or financial statements preparation, whether or not relating to or arising out of this Agreement or the consummation transactions contemplated hereby (except as restricted by any applicable confidentiality obligations of Buyer and/or the Company Group) under the supervision of the TransactionsBuyer’s or Company’s personnel and in such a manner as not to interfere with the normal operations of the Company Group; provided, however, that such access (i) shall be subject to any applicable Laws relating to privacy or data protection, (ii) shall not unreasonably disrupt personnel, operations and properties of the Company and (iii) such access shall be subject to customary confidentiality obligations. For a period of seven (7) years after the extent Closing, unless otherwise consented to in advance writing by the Company Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and provide reasonable access shall not permit any member of the Company Group to, destroy, alter or otherwise dispose of any books and records of any member of the Company Group, or any portions thereof, relating to periods prior to the Company's Closing without first offering to surrender to Seller such books and any Subsidiaries' customers records or such portions thereof and suppliers; providedgiving Seller a reasonable amount of time to accept such offer. Buyer and the Company Group, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with on the conduct of the business of any Group Companyone hand, and (b) Seller, on the Company may elect other hand, shall cooperate with and make available to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or each other and their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawduring normal business hours all information, the Company shallrecords, to the extent permitted by applicable Law or the rules or regulations of any stock exchangedata and working papers, promptly notify Parent in writing and shall disclosepermit access to its facilities and personnel, senior management, accountants, and advisors, as may be reasonably required in connection with any litigation, dispute, audit, claim, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationinvestigation.

Access to Books and Records. From the date hereof until the Effective Time or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company Company, consistent with applicable Law, shall provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company; provided, further, that all requests for access shall be directed to Xxxxxx Xxxxxxx & Co. LLC or Xxxxxxxx Inc. (aas representative for the Company) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (bor such other person(s) as the Company may elect designate from time to limittime; and provided, further, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. In furtherance of the foregoing, the Company shall, and shall use commercially reasonable efforts to cause Xxxxx Xxxxxxx LLP, to reasonably cooperate with the Purchaser and its independent public accountants, at the Purchaser’s expense (based on the reasonable out-of-pocket costs of the Company and its Subsidiaries), to prepare audited financial statements of the Company and its Subsidiaries, on a consolidated basis. Neither the Company nor any Group Company of the Members or Optionholders nor the Representative makes any representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 7.02, and neither the Purchaser nor the Merger Sub may rely on the accuracy of any representation or warranty set forth herein or such information, in each case, other than the conditions to Closing representations and warranties of the Company expressly and specifically set forth in Section 7.01(a). If the Company, any of its Subsidiaries Article V or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shallClosing Certificate, as qualified by the Disclosure Schedules. The information provided pursuant to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment this Section 7.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From Subject to Section 6.4, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives Representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records (including Tax records) of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.025.2, Parent and the Parent's ’s Representatives shall will not be permitted to interfere unreasonably with the conduct of the business of any Group Company. Notwithstanding anything contained herein to the contrary, and (b) no such access or examination will be permitted to the Company may elect to limit, or cause extent that it would require any Group Company to limitdisclose information subject to attorney-client privilege or attorney work-product privilege, disclosure of conflict with any information third-party confidentiality obligations to certain Persons designated as a "clean team" by Parentwhich any Group Company is bound, or violate any Applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall 5.2 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 7.01(a8.3(a). If Parent will indemnify and hold harmless the Company, Group Companies from and against any Losses that may be incurred by any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, them to the extent permitted by applicable Law arising out of or related to the bad faith or gross negligence of Parent or the rules Parent’s Representatives in the use, storage or regulations handling by Parent or the Parent’s Representatives of (i) any personally identifiable information relating to employees or customers of any stock exchangeGroup Company and (ii) any other information that is protected by Applicable Law (including privacy Laws) or Contract and to which Parent or the Parent’s Representatives are afforded access pursuant to the terms of this Agreement. Parent acknowledges and agrees that, promptly notify notwithstanding anything to the contrary contained therein, the Confidentiality Agreement, will not terminate unless the Closing occurs, and Parent in writing is and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required will continue to be disclosed, provided, that bound by the Company shall use Confidentiality Agreement in accordance with its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationterms.

Access to Books and Records. From Subject to Section 6.05, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives Representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records (including Tax records) of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and the Parent's ’s Representatives shall will not be permitted to interfere unreasonably with the conduct of the business of any Group Company. Notwithstanding anything contained herein to the contrary, and (b) no such access or examination will be permitted to the Company may elect to limit, or cause extent that it would require any Group Company to limitdisclose information subject to attorney-client privilege or attorney work-product privilege, disclosure of conflict with any information third-party confidentiality obligations to certain Persons designated as a "clean team" by Parentwhich any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 7.01(a8.01(a). If Parent will indemnify and hold harmless the Company, Group Companies from and against any Losses that may be incurred by any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, them to the extent permitted arising out of or related to the bad faith or gross negligence of Parent or the Parent’s Representatives in the use, storage or handling by Parent or the Parent’s Representatives of (i) any personally identifiable information relating to employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or contract and to which Parent or the rules or regulations Parent’s Representatives are afforded access pursuant to the terms of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationthis Agreement.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing DateEffective Time, the Company shall, and shall cause the other Group Companies to, provide the Parent and its authorized representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable noticenotice (which access may be limited to the extent the Company reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any Company employee), to the offices, properties, personnelthe personnel set forth on Schedule 5.02, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall (i) direct all requests for access pursuant to this Section 5.02 to Xx Xxxx by email to xxxxx@xxxxxxxxxx.xxx (the “Designated Company Contact”) and not contact any of the Group Company’s employees, officers, managers or directors without the prior written consent of the Designated Company Contact, (ii) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (biii) the Company may elect only access personal information relating to limitemployees, providers or cause customers of any Group Company to limitthe extent necessary for, disclosure and only for the purposes of, the completion of the transactions contemplated hereby and (iv) not contact or communicate with, directly or indirectly, any information of the Group Companies’ customers, vendors, suppliers, distributors or brokers without the prior written consent of the Designated Company Contact (other than, to certain Persons designated as a "clean team" by Parentthe extent applicable, in the ordinary course of business regarding matters unrelated to any Group Company or any of the transactions contemplated hereby). Notwithstanding anything contained herein to the contrary, no such access or examination provided shall be permitted only to the extent that (i) it would not violate any Law (including any COVID-19 Measures) and the Parent and the Parent’s Representatives comply with all applicable Laws (including any COVID-19 Measures) during such access and (ii) it would not require any Group Company to disclose information subject to attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. To the extent the access to any such information is restricted pursuant to the immediately preceding sentence of this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company5.02, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, it is agreed that the Company shall, to the extent permitted by applicable Law or reasonably practicable, provide the rules or regulations Parent and the Parent’s Representatives with a reasonably detailed description of the information not provided and the Company shall, to the extent reasonably practicable and at Parent’s sole cost and expense, cooperate in good faith to design and implement reasonable alternative disclosure arrangements to enable the Parent to evaluate any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosedwithout resulting in any waiver of privilege, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order conflict with confidentiality obligations or other reasonable assurance that confidential treatment will be accorded to such informationcontravention of Contract or Law.

Access to Books and Records. From the date hereof until the Closing or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company Company, consistent with applicable Law, shall provide Parent the Purchaser and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the Transactions, and to the extent consented to in advance by affairs of the Company and its Subsidiaries, is permissible under applicable Law (such consent after taking into account any applicable COVID-19 Measures) and does not to be unreasonably withheld, conditioned jeopardize the health and safety of any employee of the Company or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx Xxxxxx or Xxxx XxXxxxx (aas representatives for the Company) in exercising or such other person(s) as they may designate from time to time (each such person, an "Authorized Representative"); and provided, further, that such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted extend to interfere unreasonably with any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the conduct Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege). Neither the Company, the Representative nor any of the business of Sellers makes any Group Company, and (b) representation or warranty as to the Company may elect to limit, or cause any Group Company to limit, disclosure accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 7.02, and the Purchaser may not rely on the accuracy of any representation or warranty set forth herein or such information, in each case, other than the conditions to Closing representations and warranties of the Sellers and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 7.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable (a) access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection desires to make of the affairs of the Company and its Subsidiaries; provided that (i) such access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany and its Subsidiaries, (ii) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (iii) all requests for such access will be directed to Xxxxxxx Xxxxx, Xxxxx Xxxx or such other Person as the extent consented Company or the Representative may designate in writing from time to in advance time (the “Designated Contacts”), (b) within fifteen (15) days after the end of each calendar month after the date hereof, a copy of the unaudited monthly consolidated financial statements and (c) a copy of all material operating and financial reports delivered by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access its Subsidiaries to the Company's board of directors (or equivalent governing body) of the Company and its Subsidiaries during such period and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) other written reports or written materials prepared by the Company may elect or its Subsidiaries in the ordinary course of business and reasonably requested by Parent or Parent’s Representatives. Notwithstanding anything to limitthe contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or cause Parent’s Representatives if such disclosure would be reasonably likely to (x) jeopardize any Group attorney client or other legal privilege (subject to the common interest doctrine) or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Parent may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact (i) any officer, director, employee of the Company or any of its Subsidiaries prior to the Effective Time or (ii) any customer, supplier, lessor, lender or other material business relation of the Company or any controlled Affiliate of its Subsidiaries prior to the Effective Time regarding matters related to the Company, its Subsidiaries or their respective representatives are compelled the transactions contemplated by this Agreement, in each case without the prior written consent of the Company or the Representative. The information provided pursuant to disclose any information this Section 6.02 will be governed by judicial or administrative process or all the terms and conditions of the Confidentiality Agreement, dated September 20, 2013, by other requirements of applicable Lawand between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Company shallConfidentiality Agreement will survive the termination of this Agreement for a period of two (2) years following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the extent permitted by applicable Law or contrary, the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required Confidentiality Agreement term will be automatically amended to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to extended for such informationtwo (2) year period).

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnelofficers, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, however, provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in exercising such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) all requests for such access rights under will be directed to Xxxxx Xxxxxx or such other Person as the Company or the Representative may designate in writing from time to time (the "Designated Contacts"). Notwithstanding anything to the contrary in this Section 5.02Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent and or Parent's Representatives shall not if such disclosure would be permitted reasonably likely to interfere unreasonably with (i) jeopardize any attorney client or other legal privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the conduct of the business of any Group Company, and date hereof or (biii) cause significant competitive harm to the Company may elect or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, that the Company and its Subsidiaries shall take commercially reasonable measures to limitpermit the compliance with this Section 6.02 in a manner that avoids any such harm or consequence set forth in the foregoing clauses (i), (ii) or cause (iii). The Company does not make any Group Company representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 6.02, and Parent may not rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company's representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent's Representatives not to) contact any officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Company or any of its Subsidiaries prior to the Effective Time without the prior written consent of the Company or any controlled Affiliate the Representative; provided that, such Person is not a customer, supplier, lessor, lender, representative or their respective representatives are compelled other material business relation of Parent and such contact does not reference or otherwise relate to disclose any the transactions contemplated hereby and is in the ordinary course of Parent's business, consistent with past practice. The information provided pursuant to this Section 6.02 will be governed by judicial or administrative process or all the terms and conditions of the Mutual Non-Disclosure Agreement, dated June 10, 2019, by other requirements of applicable Lawand between Parent and the Company (the "Confidentiality Agreement"). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 8.01, the Company shall, to Confidentiality Agreement will survive the extent permitted by applicable Law or termination of this Agreement for the rules or regulations of any stock exchange, promptly notify Parent period set forth in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. (a) From and after the date hereof until Closing, the earlier Buyer Parties shall cause the Meritas Companies to provide the Sellers’ Representative with reasonable access (for the purpose of examining and copying), during normal business hours and under reasonable supervision by the Buyer Parties or their respective Representatives, to the financial books and records and minute books of the termination Meritas Companies and with respect to periods or occurrences prior to the Closing Date in connection with any proper purpose relating to OldCo’s or the Sellers’ prior ownership of the Meritas Companies or this Agreement or the Transaction, subject, in each case, to the confidentiality provisions of Section 9.4. The Buyer Parties shall not, and shall not permit the Meritas Companies to, for a period of seven (7) years following the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access todestroy, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all alter or otherwise dispose of any books and records of the Group Meritas Companies in order for Parent relating to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactionspre-Closing periods, and or any portions thereof, without first giving reasonable prior notice to the extent consented Sellers’ Representative and offering to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access surrender to the Company's Sellers’ Representative such books and any Subsidiaries' customers records or such portions thereof. Notwithstanding anything to the contrary in this Agreement, the Buyer Parties and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives the Meritas Companies shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled required to disclose any information by judicial to the Sellers’ Representative if such disclosure would reasonably be expected to: (i) cause significant competitive harm to its businesses; (ii) jeopardize any attorney-client or administrative process other privilege; or by other requirements of (iii) contravene any applicable Law, the Company shall, fiduciary duty or binding agreement entered into prior to the extent permitted by applicable Law or the rules or regulations date of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, this Agreement (provided, that the Company Buyer shall use its commercially reasonable efforts to obtain an appropriate protective order notify the Sellers’ Representative if any such information is being withheld as a result of any such harm or other reasonable assurance that confidential treatment will be accorded to such informationobligation of privilege, Law, fiduciary duty or agreement).

Access to Books and Records. From the date hereof until the Closing or the earlier of the valid termination of this Agreement and the Closing Datepursuant to Section 9.01, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records records, and senior management employees of the Group Companies Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, howeverthat such access is permissible under applicable Law (after taking into account any applicable COVID-19 Measures), does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, and that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx XxXxxxxxx (as representatives for the Company) or such other person(s) as they may designate from time to time (each such person, an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) in exercising access rights under this Section 5.02environmental sampling or testing or invasive or subsurface investigation, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) trade secrets or other competitively sensitive information or (c) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the Company may elect shall use commercially reasonable efforts to limit, make alternative arrangements to disclose such privileged information in a manner that does not waive or cause violate such privilege). Neither the Company nor Seller makes any Group Company representation or warranty as to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit 7.02, and neither Parent, Purchaser, Merger Sub nor any representation or warranty set forth herein or other Person may rely on the conditions accuracy of any such information, in each case, other than to Closing the extent expressly provided in the representations and warranties of Seller and the Company expressly and specifically set forth in Section 7.01(a). If Article IV and Article V, as qualified by the CompanySchedules, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations certificates pursuant to Sections 3.01(d) and 3.01(e) of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party this Agreement. The information provided pursuant to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment this Section 7.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated hereby and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From Notwithstanding anything to the contrary in Section 8.07, from the date hereof until the earlier of the termination of this Agreement and the Closing DateEffective Time, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, at the Purchaser’s expense, to the offices, properties, personnelsenior executives, dataemployees, filescontracts, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries and shall promptly furnish to the Purchaser and the Purchaser’s Representatives all other information concerning its business, properties and personnel as the Purchaser may reasonably request, in each case in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection to make of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser if such access or disclosure would be reasonably likely to (i) cause significant competitive harm to the extent consented Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any agreement to in advance by which the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersof its Subsidiaries is a party; provided, howeverfurther, that (a) in exercising the Company shall promptly notify the Purchaser of the fact that it is withholding any such access rights under this Section 5.02, Parent or information and Parent's Representatives thereafter shall not be permitted to interfere unreasonably cooperate with the conduct Purchaser and use commercially reasonable efforts to cause such access or information to be provided to the Purchaser and the Purchaser’s Representatives in a manner that would not reasonably be expected to cause any such competitive harm (including by entering in to a “clean team” or similar agreement), result in any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such Law or the business provisions of any Group Companysuch agreement. The Purchaser acknowledges that the Purchaser is and remains bound by the Confidentiality Agreement, between the Purchaser and (b) the Company may elect to limitdated March 9, or cause any Group Company to limit, disclosure of any 2015 (the “Confidentiality Agreement”). The access and information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 7.02 shall qualify not (i) limit or limit otherwise affect any representation rights or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, remedies 45 available to the extent permitted by applicable Law Purchaser or (ii) be deemed to amend or supplement the rules Disclosure Schedules or regulations prevent or cure any misrepresentation, breach of any stock exchange, promptly notify Parent in writing and shall disclose, warranty or cause the disclosing party to disclose, only that portion breach of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.covenant. 7.03

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent the Purchaser and its authorized representatives Subsidiaries and any of their respective designated officers, directors, managers, principals, attorneys, accountants, consultants, investment bankers, financial advisors, Financing Sources, agents and employees (the "Parent's in each case, as applicable, “Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, written notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Company and its Subsidiaries and to have such other information relating to the opportunity to make such investigation as it shall reasonably desire in connection with the consummation business of the TransactionsCompany and its Subsidiaries as the Purchaser may from time to time reasonably request (it being understood and agreed that each Purchaser’s Representative shall be deemed a “Representative” under the Confidentiality Agreement); provided that, and to notwithstanding the extent consented to in advance by the Company (such consent not to be unreasonably withheldforegoing, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business of any Group CompanyCompany or its Subsidiaries, and (b) nothing herein shall require the Company may elect to limitprovide access to, or cause to disclose any Group Company information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to limit, disclosure (i) waive any legal privilege or (ii) be in violation of applicable Law (including the HSR Act) or the provisions of any information agreement to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to which the contrary, no access Company or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements is a party (provided that, in the case of applicable Lawclauses (i) and (ii), the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order provide such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences). The Purchaser acknowledges that Purchaser is and remains bound by the Confidentiality Agreement, between Fortress Investment Group LLC and the Company, dated as of April 21, 2017 (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 7.02 shall be directed to the Person designated by the Company in a written notice given to the Purchaser. Prior to the Closing, (x) the information provided pursuant to this Section 7.02 may be used by the Purchaser and its Affiliates and their respective Representatives solely for the purpose of effecting the transactions contemplated by this Agreement, and will otherwise be governed by all the terms and conditions of the Confidentiality Agreement, and (y) all information relating to the Purchaser or its Affiliates received by the Company, the Sellers or the Representative or their respective Affiliates or Representatives shall be subject to the disclosure, use and other reasonable assurance that confidential treatment will be accorded restrictions set forth in the Confidentiality Agreement with respect to such informationinformation as if such restrictions applied to such Persons. From and after the Closing, the Sellers shall, and shall cause their applicable Affiliates and its and their Representatives to, keep confidential and not use for their benefit or for the benefit of any other Person, any and all non-public information relating to the Purchaser and its Affiliates (including the Company and its Subsidiaries), and the Sellers shall provide or cause to be provided access to books, records and employees (including such information as is necessary or advisable for the preparation by the Purchaser of any filing under the Securities Act or periodic reports under the Exchange Act), and retain or cause to be retained, books and records, in each case as to such access and retention relating to the Company and its Subsidiaries in respect of periods prior to the Closing Date.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing Date or the earlier of the termination of this Agreement and the Closing Datepursuant to Section 8.01, each of the Company shall and EHO will provide Parent Buyer and its authorized representatives (the "Parent's “Buyer’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to (a) the offices, properties, personnelcontracts, data, files, information, Tax Returns and all books and records of the Group Acquired Companies as reasonably requested by Buyer in order for Parent Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation desires to make of the Transactionsaffairs of the Acquired Companies (except that Buyer will conduct no physically invasive sampling or testing, and to including soil or groundwater sampling, without the extent consented to in advance by prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (y) all officers and management-level employees of the Company for discussion of the business operations and personnel of the Acquired Companies; provided, however, in each case, such access shall be provided only during normal business hours upon reasonable advance notice to the Acquired Companies, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of such Acquired Company. All requests by Buyer or Buyer’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Seller, Xxxxxxx, LLC or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (a) the Acquired Companies will not be required to disclose any information to Buyer or Buyer’s Representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date hereof and (b) prior to the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and neither Buyer nor any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's of Buyer’s Representatives shall not contact or cause to be permitted to interfere unreasonably with the conduct contacted any customers of the business of any Group CompanyCompany concerning the transactions contemplated hereby. Buyer acknowledges that it is and remains bound by the Non-Disclosure Agreement, dated August 17, 2015, between Amedisys and Xxxxxxx, LLC, as agent for the Company (the “Confidentiality Agreement”), and (b) that Buyer shall cause Buyer’s Representatives to abide by the Company may elect to limit, or cause any Group Company to limit, disclosure terms of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From Subject to Section 7.08, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the Transactions, and to the extent consented to in advance by affairs of the Company (such consent not to be unreasonably withheldand its Subsidiaries; provided that, conditioned or delayed)notwithstanding the foregoing, and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business of any Group CompanyCompany or its Subsidiaries, and (b) such access shall occur in such a manner as the Company may elect reasonably determines to limitbe appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser if such access or disclosure would be reasonably likely to (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any Group legal privilege or (iii) be in violation of applicable Law (including the HSR Act) or the provisions of any agreement to which the Company to limitor any of its Subsidiaries is a party. The Purchaser acknowledges that Purchaser is and remains bound by that certain confidentiality agreement, disclosure between the Purchaser and the Company dated April 6, 2015 (the “Confidentiality Agreement”). The provision of any information pursuant to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein this Section 6.02 shall not expand the remedies available hereunder to the contrary, no access Purchaser or examination its Affiliates under this Agreement in any manner. The information provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment 6.02 will be accorded to such informationused solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From Subject to the date hereof until the earlier terms of the termination of this Agreement and the Closing DateConfidentiality Agreement, the Company shall provide Parent Buyer and its authorized representatives (collectively, the "Parent's “Buyer’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, prior written notice to the offices, properties, personnelappropriate officers, dataemployees and representatives, files, information, Tax Returns and all books and records and other information of the Group Companies in order for Parent Company and its Subsidiaries as Buyer may from time to have the opportunity to make such investigation as it shall time reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersrequest; provided, however, that (a) the Company may refuse the Buyer’s Representatives access if the Company determines such access may unreasonably interfere with any of the businesses or operations of the Company or any of its Subsidiaries; (b) neither the Buyer’s Representatives nor their respective representatives shall contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers, clients, employees (to the extent Buyer and the Buyer’s Representatives have not been in exercising access rights under communication with such employees prior to the date hereof regarding the transactions contemplated by this Section 5.02Agreement), Parent and Parent's Representatives insurance companies, producers, licensors, suppliers, or other business relations of the Company or its Subsidiaries regarding the transactions contemplated by this Agreement without the prior written consent of the Company; (c) Buyer shall be responsible for any damage to any Leased Real Property or any other assets or property of the Company or its Subsidiaries caused by any of the Buyer’s Representatives; (d) the Company shall not be permitted required to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries to) so confer, afford such access or any controlled Affiliate furnish such copies or their respective representatives are compelled to disclose any other information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law that doing so would result in the breach of any confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or the rules or regulations loss of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order allow for such access or disclosure in a manner that does not violate any Antitrust Laws or result in a breach of such agreement or a loss of attorney-client privilege, and shall otherwise notify Buyer of any such access or information withheld pursuant to this clause (d)); and (e) nothing herein shall permit Buyer or the Buyer’s Representatives to take copies or samples of materials or substances or to conduct any Phase II or other reasonable assurance that confidential treatment will be accorded to such informationintrusive environmental assessment or investigation in or on the Company’s or its Subsidiaries’ assets or properties.

Access to Books and Records. From Subject to Section 6.05, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall cause its Subsidiaries to, provide Parent and its Merger Sub and Parent and Merger Sub’s authorized representatives (the "“Parent's ’s Representatives"”) with reasonable full access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company. Notwithstanding anything herein to the contrary, and (b) no such access or examination shall be permitted to the Company may elect to limit, or cause extent that it would require any Group Company to limitdisclose information subject to attorney-client privilege or attorney work-product privilege (provided that the Company will use commercially reasonable efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege) or conflict with any third party confidentiality obligations to which any Group Company is bound or violate any applicable Law(provided, disclosure of any information that the Company shall, or shall cause its Subsidiary to, use commercially reasonable efforts to certain Persons designated as a "clean team" by Parentcause the third party to which the confidentiality obligation is owed to consent to the disclosure). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a8.01(a). If Parent acknowledges that Parent is and remains bound by the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, Confidentiality Agreement between Parent and the Company shalldated April 18, to 2014 (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Company in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group the Company, and (b) the Company may elect to limit, or cause any Group Company to limit, limit disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries Company or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. From Subject to Section 6.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized employees, officers, legal and accounting advisors and other representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, facilities, personnel, data, files, information, Tax Returns and all books and records of the Company Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactionstransactions contemplated hereby and shall furnish the Parent with all financial, operating and other data and information with respect to the extent consented to in advance by Company Group as the Parent, through the Parent’s Representatives, may reasonably request, including monthly unaudited consolidated balance sheets, statements of income, statements of cash flows and key sales metrics of the Company (such consent not to be unreasonably withheldGroup, conditioned or delayed), and provide reasonable access prepared in a manner consistent with prior periods along with the standard monthly reporting package provided to the Company's and any Subsidiaries' customers and suppliers; providedmanagement of the Company Group. Notwithstanding the foregoing, however, that (a) in exercising access rights under this Section 5.02, the Parent and the Parent's ’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company Group. Notwithstanding anything herein to the contrary, such access or examination may elect be limited to limitthe extent that it would require the Company Group to disclose information subject to attorney-client privilege or attorney work-product privilege or violate any applicable Law; provided that the Company shall use its reasonable best efforts to provide the Parent with alternative access or disclosure sufficient to convey the substantive details concerning the applicable matter in a manner that is consistent with applicable Law or that would not reasonably be expected to result in the loss of attorney-client privilege or attorney work-product privilege (as applicable), or cause including, with respect to disclosure that would result in the loss of privilege, by entering into a joint defense privilege (and any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by related required documentation) with the Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information.

Access to Books and Records. (a) From the date hereof until of this Agreement through the earlier of the Closing or the termination of this Agreement Agreement, and subject to any restrictions contained in the confidentiality agreements to which Parent, the Sellers or any Transferred Entity is subject (in which case Parent shall use reasonable best efforts to make substitute access arrangements) and the Closing Daterequirements of applicable Laws, Parent shall, and shall cause the Company shall provide Parent Sellers and its authorized representatives (the "Parent's Representatives") with Transferred Entities to, afford to Representatives of Purchaser reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies Business (including all Tax Returns (but excluding any Parent Combined Tax Return) and supporting Tax documentation), under the supervision of the personnel of Parent or its Subsidiaries, during normal business hours consistent with applicable Law and in order accordance with the procedures established by Parent, in each case, as is reasonably requested by Purchaser or its Representatives for Parent any purpose reasonably related to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersTransactions contemplated hereby; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to unreasonably interfere unreasonably with the conduct of the business of any Group Company, and the Parent or its Subsidiaries; (b) the Company such access may elect be modified in light of applicable COVID-19 Measures; (c) Purchaser shall not be permitted to limitconduct any sampling, non-visual investigation, or cause any Group Company to limit, disclosure testing of any information to certain Persons designated environmental media or building materials (including any commonly known as a "clean team" Phase II) at any of Parent’s or its Subsidiaries’ properties or facilities; and (d) nothing herein shall require Parent and its Subsidiaries to provide access to, or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (i) waive any legal privilege, (ii) be in violation of applicable Law or a Contract or legally binding obligation of confidentiality owing to a third-party by Parent or any of its Subsidiaries, (iii) disclose any non-financial trade secrets of Parent. Notwithstanding anything contained herein , the Sellers, the Transferred Entities or the Business, (iv) disclose information unrelated to the contraryBusiness (including communications between Parent and the Transferred Entities related to the negotiation of this Agreement and the Transactions), no access or examination (v) if Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation, disclose any information that is reasonably pertinent thereto; provided, that, in the cases of clauses (i) or (ii), Parent shall and shall cause its Affiliates to, (x) notify Purchaser of the reason such information cannot be disclosed and (y) use reasonable best efforts to provide such information in a manner that does not jeopardize such privilege or confidentiality. Until the Closing, all information and documents provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or 6.1(a) will be subject to the conditions Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to Closing set forth in Section 7.01(a). If the Companyabide by, any of and will direct its Subsidiaries or any controlled Affiliate or their respective representatives are compelled Representatives to disclose any information by judicial or administrative process or by other requirements of applicable Lawcontinue to abide by, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion terms of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From Notwithstanding anything to the contrary in Section 8.07, from the date hereof until the earlier of the termination of this Agreement and the Closing DateEffective Time, the Company shall provide Parent the Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, at the Purchaser’s expense, to the offices, properties, personnelsenior executives, dataemployees, filescontracts, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries and shall promptly furnish to the Purchaser and the Purchaser’s Representatives all other information concerning its business, properties and personnel as the Purchaser may reasonably request, in each case in order for Parent the Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection to make of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the consummation normal operations of the TransactionsCompany or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser if such access or disclosure would be reasonably likely to (i) cause significant competitive harm to the extent consented Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any agreement to in advance by which the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersof its Subsidiaries is a party; provided, howeverfurther, that (a) in exercising the Company shall promptly notify the Purchaser of the fact that it is withholding any such access rights under this Section 5.02, Parent or information and Parent's Representatives thereafter shall not be permitted to interfere unreasonably cooperate with the conduct Purchaser and use commercially reasonable efforts to cause such access or information to be provided to the Purchaser and the Purchaser’s Representatives in a manner that would not reasonably be expected to cause any such competitive harm (including by entering in to a “clean team” or similar agreement), result in any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such Law or the business provisions of any Group Companysuch agreement. The Purchaser acknowledges that the Purchaser is and remains bound by the Confidentiality Agreement, between the Purchaser and (b) the Company may elect to limitdated March 9, or cause any Group Company to limit, disclosure of any 2015 (the “Confidentiality Agreement”). The access and information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 7.02 shall qualify not (i) limit or limit otherwise affect any representation rights or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, remedies available to the extent permitted by applicable Law Purchaser or (ii) be deemed to amend or supplement the rules Disclosure Schedules or regulations prevent or cure any misrepresentation, breach of any stock exchange, promptly notify Parent in writing and shall disclose, warranty or cause the disclosing party to disclose, only that portion breach of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationcovenant.

Access to Books and Records. From the date hereof until the Closing or the earlier of the termination of this Agreement and the Closing DateAgreement, the Company Company, consistent with applicable Law, shall, and shall cause its Subsidiaries to, provide Parent and its authorized representatives (the "Parent's Representatives") agents or representatives, including its independent accountants, with reasonable access to, during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, personnelthe individuals set forth on Annex 7.02, dataPermits, filesContracts, information, Tax Returns and all books and records of the Group Companies Company and its Subsidiaries that Parent may reasonably request; provided, that such access is permissible under applicable Law, does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, does not unreasonably interfere with the normal operations of the Company and its Subsidiaries and is not requested or made (x) in order connection with any pending or threatened dispute between or among the parties hereto or (y) for Parent to have the opportunity discover or initiate a claim or to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliersexercise a remedy hereunder; provided, howeverfurther, that all requests for access shall be directed to the individual set forth on Annex 7.02 (as representative for the Company) or such other person(s) as the representative for the Company may designate from time to time (such individual set forth on Annex 7.02 and any person so designated by such person, each an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) in exercising access rights under this Section 5.02environmental sampling or testing or invasive or subsurface investigation, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, trade secrets or cause any Group Company to limit, disclosure of other competitively sensitive information or (c) any information that is subject to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contraryany applicable attorney-client, no access work product or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, privilege (provided, that the Company shall use its commercially reasonable best efforts to obtain an appropriate protective order make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege, including, as applicable and appropriate, by disclosure (i) subject to execution of a joint defense agreement in customary form, (ii) through a “clean team” arrangement in customary form, (iii) by redacting solely the information that cannot be disclosed or (iv) through any combination of the above or other reasonable assurance that confidential treatment arrangements as are reasonably acceptable to Parent and the Company). None of the Company, any Subsidiary of the Company, the Unitholder or any Optionholder, the Representative nor any other Person makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, and neither Parent, Merger Sub nor any other Person may rely on the accuracy of any such information, in each case, other than to the extent expressly provided in the representations and warranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules (subject to Section 13.06). The information provided pursuant to this Section 7.02 will be accorded to such informationgoverned by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing or the earlier of the termination of this Agreement and the Closing Datepursuant to Section 7.01 hereof, the Company shall will provide Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent Company and its Subsidiaries (other than books and records relating to have the opportunity negotiation of this Agreement and the process leading to make such investigation as it shall reasonably desire in connection with the consummation execution of the Transactions, and this Agreement) to the extent consented relating to in advance by the transition of the Company’s business to Parent; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access will be directed to Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxxxx at the Company (or such consent not other Person as the Company may designate in writing from time to be unreasonably withheld, conditioned or delayed), and provide reasonable access time. Notwithstanding anything to the Company's and contrary in this Agreement, the Company will not be required to disclose any Subsidiaries' customers and suppliers; provided, however, that information to Parent if such disclosure would be reasonably likely to (a) in exercising access rights under jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. None of the Company, Representative nor any of their respective Affiliates or Shareholders make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02, and neither Parent and Parent's Representatives shall not be permitted to interfere unreasonably with nor Merger Sub may rely on the conduct of the business accuracy of any Group such information, in each case other than as expressly set forth in the Company, ’s representations and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any warranties contained in Article 3. The information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions to Closing set forth in Section 7.01(a). If of the CompanyConfidentiality Agreement, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawdated November 1, 2011, between Parent and the Company shall, to (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement Buyer shall keep all books and records received from Seller safe and secure for 5 years after the Closing Dateand shall not dispose of or destroy such books and records. Buyer shall give thirty (30) days prior notice to Seller of any books and records that Buyer desires to dispose of, and Seller shall have the Company shall provide Parent right to require Buyer to deliver such books and records to Seller in lieu of such disposal. Subject to the provisions of Section 12.15 and Section 7.9, with the prior written consent of Buyer and under arrangements prescribed by Buyer (including such reasonable restrictions as Buyer may require), Seller and its authorized representatives (the "Parent's Representatives") with shall have reasonable access toaccess, during normal business hours, hours and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation manner as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent will not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group CompanyBuyer, to all books and records regarding the Purchased Assets, together with the opportunity to make copies of such books and records. Buyer will designate those persons ("Buyer's Contact Persons") that Seller is authorized to contact, and (b) Seller shall not contact or discuss this transaction with any of Buyer's officers, directors, employees or agents that are not designated Buyer's Contact Persons unless the Company designated Buyer's Contact Persons do not respond to Seller's attempts to contact or communicate with them. In furtherance of the foregoing, in connection with each proposed visit to a Station, Seller shall notify Buyer of the purpose of the visit, the names of the persons attending the visit, the person to be contacted and such other information as Buyer may elect request. Buyer agrees to limit, or cause any Group Company consent to limit, disclosure reasonable requests of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to Seller under this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a)12.21. If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall Seller will use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will cause minimal interference with the conduct of the business of Buyer. Buyer may be accorded to such informationpresent during any visit by Seller.

Access to Books and Records. From the date hereof until the earlier of the termination of Closing Date and the date that this Agreement and the Closing Dateis terminated in accordance with its terms, the Company and its Subsidiaries shall provide Parent Purchaser and its authorized representatives (the "Parent's “Purchaser’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, Company and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any its Subsidiaries' customers and suppliers; provided, however, that (a) in exercising such access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to unreasonably interfere unreasonably with the conduct of the business of any Group Company, the Company and its Subsidiaries; (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement; (c) all requests for access shall be directed to Seller or such other Person as the Company may elect designate in writing from time to limittime (the “Designated Contact”); (d) Purchaser shall not be permitted to conduct any invasive or intrusive surface or subsurface sampling or testing (commonly known as a Phase II) at any of the Company or its Subsidiaries’ properties or facilities without Seller’s prior written consent; and (e) nothing herein shall require the Company and its Subsidiaries to provide access to, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial to, Purchaser if such access or administrative process disclosure would be reasonably likely to (i) waive any legal privilege or by other requirements (ii) be in violation of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations provisions of any stock exchangeagreement entered into prior to the date of this Agreement and to which any Company is a party. Purchaser acknowledges that it remains bound by the Confidentiality Agreement dated February 22, promptly notify Parent in writing 2021 (the “Confidentiality Agreement”) and that all information it obtains as a result of access under this Section 7.02 shall disclose, or cause be subject to the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationConfidentiality Agreement.

Access to Books and Records. From Subject to Section 6.04, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide Parent and its authorized representatives Representatives reasonably acceptable to the Company (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, data, files, information, Tax Returns and all financial books and records (including Tax records) of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and supplierstransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and the Parent's ’s Representatives shall will not be permitted to interfere unreasonably with the conduct of the business of any Group Company. Notwithstanding anything contained herein to the contrary, and (b) no such access or examination will be permitted to the Company may elect to limit, or cause extent that it would require any Group Company to limitdisclose information subject to attorney-client privilege or attorney work-product privilege, disclosure of conflict with any information third-party confidentiality obligations to certain Persons designated as a "clean team" by Parentwhich any Group Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 7.01(a8.01(a). If Parent will indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them to the extent arising out of or related to the bad faith or gross negligence of Parent or the Parent’s Representatives in the use, storage or handling by Parent or the Parent’s Representatives of (i) any personally identifiable information relating to employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which Parent or the Parent’s Representatives are afforded access pursuant to the terms of this Agreement. Parent acknowledges and agrees that, notwithstanding anything to the contrary contained therein, the Confidentiality Agreement between Parent and the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Lawdated September 17, 2016 (the Company shall“Confidentiality Agreement”), to will not terminate unless the extent permitted by applicable Law or the rules or regulations of any stock exchangeClosing occurs, promptly notify and Parent in writing is and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required will continue to be disclosed, provided, that bound by the Company shall use Confidentiality Agreement in accordance with its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationterms.

Access to Books and Records. From and after the date hereof until the earlier Closing, for a period of the termination of this Agreement and the Closing Dateseven (7) years, the Company Purchaser shall, and shall cause the Surviving Corporation to, provide Parent the Stockholder Representative and its authorized representatives (the "Parent's Representatives") with reasonable access tofor the purpose of making of any Tax or regulatory filing or resolving any disputes related to this Agreement or pre-Closing operations of the Company, during normal business hours, hours and upon reasonable notice, at the officesStockholder Representative’s expense, propertiesto (a) the books and records (for the purpose of examining and copying) of the Surviving Corporation and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date and (b) employees of the Surviving Corporation and its Subsidiaries for purposes of better understanding such books and records; provided that, personnelnotwithstanding the foregoing, data(i) such access does not unreasonably interfere with the normal operations of the Purchaser, filesthe Surviving Corporation or any of its Subsidiaries, information(ii) such access shall occur in such a manner as the Purchaser reasonably determines to be appropriate to protect the confidentiality of the information being accessed and (iii) nothing herein shall require the Purchaser, Tax Returns the Surviving Corporation or any of their respective Subsidiaries to provide any access that would be reasonably likely to (A) cause significant competitive harm to the Purchaser, the Surviving Corporation or any of their respective Subsidiaries, (B) waive any legal privilege or (C) be in violation of applicable Law or the provisions of any agreement to which the Purchaser, the Surviving Corporation or any of their respective Subsidiaries is a party; provided, further, that the Surviving Corporation shall promptly notify the Stockholder Representative of the fact that it is withholding any such access and all thereafter shall cooperate with the Stockholder Representative and use commercially reasonable efforts to cause such access to be provided to the Stockholder Representative and its authorized representatives in a manner that would not reasonably be expected to cause any such competitive harm, result in any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such Law or the provisions of any such agreement. Unless otherwise consented to in writing by the Stockholder Representative, the Purchaser shall not, and 57 shall not permit the Surviving Corporation or its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Group Companies in order Company or its Subsidiaries for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and any period prior to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide Closing Date without first giving reasonable access prior notice to the Company's Stockholder Representative and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted offering to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein surrender to the contrary, no access Stockholder Representative such books and records or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein portion thereof which the Purchaser or the conditions Surviving Corporation may intend to Closing set forth in Section 7.01(a). If the Companydestroy, any of its Subsidiaries alter or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such informationdispose of.

Access to Books and Records. From During the period from the date hereof of this Agreement until the Closing or the earlier of the termination of this Agreement and the Closing Datepursuant to Section 7.01 hereof, the Company shall will provide Parent and its authorized representatives (the "“Parent's ’s Representatives"”) with reasonable access to, during normal business hours, hours and upon reasonable notice, notice to the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Company and its Subsidiaries (other than books and records relating to the negotiation of this Agreement and the process leading to the execution of this Agreement) to the extent relating to the transition of the Company’s business to Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with and the consummation of the TransactionsMerger and the other transactions contemplated hereby, and to including any Financing; provided that such access does not unreasonably interfere with the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to normal operations of the Company's and any Subsidiaries' customers and suppliers; provided, howeverfurther that all requests for such access will be directed to Xxxx Xxxx at the Company or such other Person as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, that the Company will not be required to disclose any information to Parent if such disclosure would be reasonably likely to (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of jeopardize any Group Company, and attorney-client or other legal privilege or (b) contravene any applicable Laws. None of the Company may elect Company, Representative or the Holders make any representation or warranty as to limit, or cause any Group Company to limit, disclosure the accuracy of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination (if any) provided pursuant to this Section 5.02 shall qualify or limit and Section 8.12, and neither Parent nor Merger Sub may rely on the accuracy of any representation or warranty set forth herein or the conditions to Closing such information, in each case other than as expressly set forth in Section 7.01(a). If the Company’s representations and warranties contained in Article 3. The information provided pursuant to this Section 5.02 will be used solely for the purposes set forth above and such use will be governed by all the terms and conditions of the Confidentiality Agreement, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information dated May 12, 2011, by judicial or administrative process or by other requirements of applicable Law, and between Parent and the Company shall, to (the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded to such information“Confidentiality Agreement”).