Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. 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 the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.058.07, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) and the Debt Financing Source Related Parties with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection 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 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 the transactions contemplated hereby; providedby this Agreement, howeverand (c) nothing herein shall require the Company to provide access to, that (a) in exercising access rights under this Section 6.02or to disclose any information to, the Parent and Purchaser or any of the ParentPurchaser’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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no if such access or examination shall disclosure would reasonably be permitted expected to (i) cause significant competitive harm to the extent that it would require Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive 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 attorney work-product legal privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any (iii) be in violation of applicable Law; provided, Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the 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 reasonable efforts to 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 Purchaser is and remains bound by the that certain Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesAgreement, dated January 17as of April 21, 2018 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 7.02 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.

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company Seller shall provide the Parent Buyer and the Merger Sub and their respective its authorized Representatives representatives (the “ParentBuyer’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records of the Group Companies in order for the Parent Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent Buyer and the ParentBuyer’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company and Company, (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 contact or communicate with, directly or indirectly, any information to certain Persons designated as a “clean team” by of the Parent Group Companies’ customers, vendors, suppliers, distributors or brokers without Seller’s prior written consent (which Persons must be reasonably acceptable other than, to the Companyextent 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; providedprovided that Seller shall, that and shall cause the Group Companies shall reasonably cooperate in good faith to, use commercially reasonable efforts to enable the Parent to have permissible provide Buyer such access to or make such information disclosure (or as much of it as possible) in a manner that would does not result in loss of have 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseconsequences. The Parent and the Merger Sub each Buyer acknowledges that it Buyer is and remains bound by the Confidentiality Agreement between Buyer and Non-Disclosure Agreement among Xxxxxx X. Board & Co., on behalf of the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesGroup Companies, dated January 17March 12, 2018 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).

Access to Books and Records. Subject to Section 7.05, 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 the Parent Buyer and the Merger Sub and their respective its authorized Representatives representatives (the “ParentBuyer’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (a) the offices, properties, senior personnelcontracts, and all books and records of the Group Acquired Companies as reasonably requested by Buyer in order for the 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 contemplated herebyaffairs of the Acquired Companies (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 Acquired Companies; provided, however, that 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) in exercising access rights under this Section 6.02, the Parent and the ParentAcquired Companies will not be required to disclose any information to Buyer or Buyer’s Representatives shall not be permitted 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 interfere unreasonably with the conduct of the business of any Group Company date hereof and (b) prior to the Closing Date, without the prior written consent of the Company may elect (not to limitbe unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the 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 which it has reasonably determined upon the advice of counsel could result in the loss customers of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that concerning the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expensetransactions contemplated hereby. The Parent and the Merger Sub each Buyer acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent GuarantorAgreement, Genstar Capital Partnersdated August 17, 2015, between Amedisys and Xxxxxxx, LLC, and certain other parties, dated January 17, 2018 as agent for the Company (the “Confidentiality Agreement”), and that Buyer shall cause Buyer’s Representatives to abide by the terms of the Confidentiality Agreement.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct affairs of the business Company and its Subsidiaries (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any Group Company and (b) employee of 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawits Subsidiaries; provided, that such access does not unreasonably interfere with the Group Companies normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall reasonably cooperate in good faith be directed to enable Xxxxx Xxxxxxx (as representatives for the Parent Company) or such other person(s) as they may designate from time to have permissible time (each such person, an “Authorized Representative”); and provided, further, that such access shall not extend to 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 Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that would does not result in loss of waive or violate such privilege, conflict with such confidentiality obligations or violation ). None of the Law andCompany, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents any of the applicable third party Sellers or the Representative makes any representation or warranty as to permit the accuracy of any information (if any) provided pursuant to this Section 8.02, and none of the Purchaser, the Merger Sub or the Blocker Purchaser may rely on the accuracy of any such disclosureinformation, in each case, at other than to the Parent’s sole cost extent expressly provided in the representations and expensewarranties 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 Parent information provided pursuant to this Section 8.02 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, 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 Holdco shall cause each Acquired Company shall to provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnelofficers, and all employees, Representatives, books and records of the Group Acquired Companies in order for as may be reasonably requested by the Parent 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 transactions contemplated herebyAcquired Companies and to perform its obligations and exercise its rights under this Agreement; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct of the business normal operations of any Group Company and 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 may elect to limitprovide access to, or cause any Group Company to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by to, the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no Purchaser or any of its representatives if such access or examination shall be permitted to the extent that it disclosure would require (i) waive 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 legal privilege or attorney work-product privilege, conflict with (ii) be in violation of applicable Laws or regulations of any third party confidentiality obligations Governmental Authority (including the HSR Act and all other applicable antitrust Laws) or the provisions of any agreement to which any Group Acquired Company is bound, or would violate any applicable Lawa party; provided, further, that the Group Acquired Companies shall reasonably cooperate in good faith use commercially reasonable efforts to enable the Parent to have permissible access to provide such information in a manner that would does not result forfeit such privilege or violate any such Law or term. Other than the Designated Contacts or as expressly provided in loss 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 such privilege, conflict with such confidentiality obligations any Acquired Company prior to the Closing regarding this Agreement or violation the transactions contemplated hereby without the prior written consent of the Law andAcquired Companies (which shall not be unreasonably withheld, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”delayed or conditioned).

Access to Books and Records. Subject to Section 7.05, from (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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access access, upon reasonable advance notice and during normal regular business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in order for Company and its Subsidiaries and (ii) each Blocker Seller shall provide the Parent Purchaser and the Purchaser’s Representatives with reasonable access, upon reasonable advance notice and during regular business hours, to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation books and records of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, Blocker Corp set forth opposite such Blocker Seller’s name on the Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosureattached Schedule I, in each case, at in order for the Parent’s sole cost and expense. The Parent Purchaser and the Merger Sub each acknowledges Purchaser’s Representatives to access such information regarding the Company, its Subsidiaries and the Blocker Corps as the Purchaser reasonably deems necessary in connection with effectuating the transactions contemplated by this Agreement; provided that it (i) such access does not unreasonably interfere with the normal operations of the Company, any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corps, (ii) such access shall occur in such a manner as the Company or any Blocker Seller, as applicable, reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be directed to Hxxxxxxx Lxxxx Capital, Inc. or 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 access to, or to disclose any information to, the Purchaser if such access or disclosure (x) requires the Company, any of its Subsidiaries, any of the 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 Governmental Body (including the HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Company, any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corps is and remains bound by a party. Notwithstanding anything expressed or implied in this Agreement to the Confidentiality and Non-Disclosure Agreement among contrary, neither the Parent GuarantorCompany nor any of its Subsidiaries, Genstar Capital Partnersany of the Blocker Sellers or any of the Blocker Corps shall be required to (I) disclose to any Person, LLCany Tax information or Tax Return that does not relate to the Company, and certain any of its Subsidiaries or any of the Blocker Corps or (II) provide any information regarding the Company, any of its Subsidiaries or any of the Blocker Corps in any format other partiesthan as then exists, dated January 17or otherwise to manipulate or reconfigure any data regarding the Company’s, 2018 (any of its Subsidiaries’ or any of the “Confidentiality Agreement”)Blocker Corps’ business, assets, financial performance or condition or operations.

Access to Books and Records. Subject to Section 7.05, from 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 the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnel, and all books and records (including Tax Returns and 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 with Article V of this Agreement and to assist the consummation Parent in planning its integration of the transactions contemplated herebyCompany with Parent and its Subsidiaries; provided, howeverthat such access does not unreasonably interfere with the normal operations of the Company; and provided, further, that the Company and its Subsidiaries may restrict or otherwise prohibit access to any documents or information to the extent that (a) in exercising any applicable Law requires the Company to restrict or otherwise prohibit access rights under this Section 6.02, the Parent and the 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 (if any) provided pursuant to certain Persons designated as a “clean team” by this Section 7.03, and neither the Parent nor the Merger Sub may rely (which Persons must be reasonably acceptable to and Parent and Merger Sub acknowledge and agree that they have not so relied) on the Company). Notwithstanding anything herein to the contrary, no accuracy or completeness of any such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.03 will be used by Parent and its authorized representatives solely for the Merger Sub each acknowledges that it is purpose of effecting the transactions contemplated hereby, and remains bound will be governed by all the terms and conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “"Parent’s 's Representatives”") with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnelofficers, and all books and records 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 in connection desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the consummation normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under by this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company Agreement and (bc) all requests for such access will be directed to Xxxxx Xxxxxx or such other Person as the Company or the Representative may elect designate in writing from time to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by time (the Parent (which Persons must be reasonably acceptable to the Company"Designated Contacts"). Notwithstanding anything herein to the contrarycontrary in this Agreement, no such access or examination shall neither the Company nor its Subsidiaries will be permitted to the extent that it would require any Group Company required to disclose any information which it has to Parent or Parent's Representatives if such disclosure would be reasonably determined upon the advice of counsel could result in the loss of the ability likely to successfully assert attorney-(i) jeopardize any attorney client privilege or attorney work-product other legal privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, that the Group Companies Company and its Subsidiaries shall reasonably cooperate in good faith take commercially reasonable measures to enable permit the Parent to have permissible access to such information compliance with this Section 6.02 in a manner that would not result in loss of avoids any such privilege, conflict with such confidentiality obligations harm or violation of the Law and, consequence set forth in the case foregoing clauses (i), (ii) or (iii). The Company does not make any representation or warranty as to the accuracy of confidentiality obligations any information (if any) provided pursuant to a third partythis Section 6.02, if requested by and Parent may not rely on the Parent, shall use reasonable efforts to secure applicable consents accuracy of the applicable third party to permit any such disclosureinformation, in each casecase other than as expressly set forth in the Company's representations and warranties contained in Article IV. Other than the Designated Contacts, at 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 the Representative; provided that, such Person is not a customer, supplier, lessor, lender, representative or other material business relation of Parent and such contact does not reference or otherwise relate to the transactions contemplated hereby and is in the ordinary course of Parent’s sole cost and expense's business, consistent with past practice. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Mutual Non-Disclosure Agreement, dated June 10, 2019, by and between Parent and the Merger Sub each Company (the "Confidentiality Agreement"). Parent acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement. Additionally, if this Agreement among is terminated pursuant to Section 8.01, the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (Confidentiality Agreement will survive the “termination of this Agreement for the period set forth in the Confidentiality Agreement”).

Access to Books and Records. Subject (a) The Company shall, and shall cause each of its Subsidiaries to, afford to Section 7.05Parent 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 and the Closing Datepursuant to Section 8.1, the Company shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hoursaccess, at reasonable times upon reasonable prior notice, and upon reasonable noticea description of the purpose of the requested access, to the officesofficers, key employees, agents, properties, senior personneloffices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall, and all books shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, 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 the 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Company Disclosure Letter. Parent and the 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 any Group the Company and (b) its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 6.1(a), the Company may elect to limitshall not be required to, or to cause any Group Company to limitof its Subsidiaries to, disclosure of any grant access or furnish information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted 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 would require will not, and will cause its Representatives not to, use any Group Company information obtained pursuant to disclose information which it has reasonably determined upon this Section 6.1(a) for any purpose unrelated to the advice of counsel could result in the loss consummation of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseSale. The Parent Confidentiality Agreement shall survive the execution and the Merger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure delivery of this Agreement among the Parent Guarantorand, Genstar Capital Partnerssubject to Section 8.3, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”)shall apply to all information furnished thereunder or hereunder.

Access to Books and Records. Subject to Section 7.05, 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 the Parent and the Merger Sub and their respective authorized Transferred Entities to, upon reasonable advance notice, afford to Representatives (the “Parent’s Representatives”) with of Purchaser reasonable access to 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, to the offices, properties, senior personnel, 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 the 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 contemplated herebyby this 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 6.02, the Parent case of clause (i) Seller and the 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 (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated such as a “clean teamroom” by the Parent arrangement) to permit Seller to share such competitively sensitive information and (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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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, B) in the case of confidentiality obligations to a third partyclauses (ii) through (iv), if requested by the Parent, Seller and Purchaser shall use reasonable best efforts to secure applicable consents identify and pursue a permissible method of providing such disclosure without violating such Contracts or Laws and without resulting in a loss of such attorney-client privileges or attorney work product protection. All information and documents provided pursuant to this Section 6.3(a) will be subject to the applicable third party to permit such disclosureConfidentiality Agreement, in each case, at the Parent’s sole cost and expense. The Parent Purchaser acknowledges and the Merger Sub each acknowledges agrees that it is has and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLCwill continue to abide by, and certain other partieswill cause its Representatives to continue to abide by, dated January 17, 2018 (the “terms of such Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from Between the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the afford to Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Parent Representatives”) with reasonable access during normal business hours, at reasonable times and upon reasonable notice, notice to the offices, propertiesfacilities, senior personnelofficers, 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 all books the work papers of Xxxxx & Xxxxx, the Company’s independent accountants, and records of the Group Companies otherwise provide such assistance as is reasonably requested by Parent in order for the that Parent to may have the a full opportunity to make such investigation and evaluation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct make of the business and affairs of any Group the Company and (b) the Subsidiaries. In addition, the Company may elect and its officers and directors shall cooperate fully (including providing introductions where necessary) with Parent to limitenable Parent to contact such third parties, including customers, prospective customers, specifying agencies, vendors or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the 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 which it has reasonably determined upon the advice of counsel could result in the loss suppliers of the ability to successfully assert attorney-client privilege or attorney work-product privilegeCompany and the Subsidiaries, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawas Parent deems reasonably necessary; provided, that Parent agrees not to initiate such contacts without the 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 prior approval of the Law andCompany, in which approval will not be unreasonably withheld; and provided that Parent may not unreasonably interfere with the case of confidentiality obligations to a third party, if requested by 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 Parent, shall use reasonable efforts to secure applicable consents senior officers of the applicable third party Company. Parent acknowledges its obligations pursuant to permit such disclosurethe confidentiality letter agreement, in each casedated May 17, at the Parent’s sole cost and expense. The 2005, between Parent and the Merger Sub each acknowledges that it is and remains bound Company, as supplemented by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesletter agreement, dated January 17June 28, 2018 2005, between Parent and the Company (collectively, the “Confidentiality Agreement”)) with respect to any Evaluation Materials (as such term is defined in the Confidentiality Agreement) disclosed to Parent and the Parent Representatives by the Company pursuant to the covenants contained in this Section 5.2.

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and the Merger Sub and their respective its authorized Representatives (the “Parent’s Securityholder Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’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 Company; (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 the 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the Group Companies shall reasonably cooperate conditions to Closing set forth 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseSection 7.01(a). The Parent and the Merger Sub each acknowledges that it the Parent is and remains bound by the Confidentiality Agreement between Xxxxx.xxx, Inc. and Non-Disclosure Agreement among the Parent GuarantorCompany dated May 8, Genstar Capital Partners2020 (as amended, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from (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 the Merger Sub and their respective Parent and Merger Sub’s authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company and Company, (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 information to certain Persons designated of the Group Companies’ customers, vendors, suppliers, distributors or brokers in their capacity as a “clean team” by such (other than contacts and communications with customers, vendors, suppliers, distributors or brokers of the Parent (which Persons must be reasonably acceptable or in the ordinary course of business, consistent with past practice, regarding matters unrelated to the Company)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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, provided that the 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 privilegeCompany shall, conflict with such confidentiality obligations or violation of the Law andcause its Subsidiary to, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use commercially reasonable efforts to secure applicable consents of cause the applicable third party to permit such which the confidentiality obligation is owed to consent to the disclosure, in each case, at the Parent’s sole cost and expense. The Parent and the Merger Sub each acknowledges that it the Parent is and remains bound by the Confidentiality Agreement between Nasdaq Inc. and Non-Disclosure Agreement among the Parent GuarantorCompany dated June 8, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 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).

Access to Books and Records. Subject Notwithstanding anything to the contrary in Section 7.058.07, from the date hereof until the earlier of the termination of this Agreement and the Closing DateEffective Time, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, at the Purchaser’s expense, to the offices, properties, senior personnelexecutives, and all employees, contracts, 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 the Parent 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 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 the transactions contemplated herebyby 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 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 which the Company or any of its Subsidiaries is a party; provided, howeverfurther, that (a) in exercising access rights under this Section 6.02, the Parent and Company shall promptly notify the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct Purchaser of the business of fact that it is withholding 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination information and thereafter shall cooperate with the Purchaser and use commercially reasonable efforts to cause such access or information to be permitted provided to the extent that it would require any Group Company to disclose information which it has reasonably determined upon Purchaser and the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information 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 loss any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such privilege, conflict with Law or the provisions of any 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseagreement. The Parent and the Merger Sub each Purchaser acknowledges that it the Purchaser is and remains bound by the Confidentiality Agreement, between the Purchaser and Non-Disclosure Agreement among the Parent GuarantorCompany dated March 9, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2015 (the “Confidentiality Agreement”). The access and information provided pursuant to this Section 7.02 shall not (i) limit or otherwise affect any rights or remedies available to the Purchaser or (ii) be deemed to amend or supplement the Disclosure Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) agents or representatives, including its independent accountants, with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnelthe individuals set forth on Annex 7.02, and all Permits, Contracts, books and records of the Group Companies in order for Company and its Subsidiaries that Parent may reasonably request; provided, that such access is permissible under applicable Law, does not jeopardize the Parent to have health and safety of any employee of the opportunity to make such investigation as it shall reasonably desire 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 connection with any pending or threatened dispute between or among the consummation of the transactions contemplated herebyparties hereto or (y) for Parent to discover or initiate a claim or to exercise 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 6.02environmental sampling or testing or invasive or subsurface investigation, the Parent and the 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 attorney-client, work product or other privilege (provided, that the Company may elect shall use reasonable best efforts to limitmake alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege, or cause any Group Company including, as applicable and appropriate, by disclosure (i) subject to limitexecution of a joint defense agreement in customary form, disclosure of any information to certain Persons designated as (ii) through a “clean team” arrangement in customary form, (iii) by redacting solely the Parent information that cannot be disclosed or (which Persons must be iv) through any combination of the above or other arrangements as are reasonably acceptable to Parent and the Company). Notwithstanding anything herein 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 contraryaccuracy of any information (if any) provided pursuant to this Section 7.02, no such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 and neither Parent, shall use reasonable efforts to secure applicable consents Merger Sub nor any other Person may rely on the accuracy of the applicable third party to permit any such disclosureinformation, in each case, at other than to the Parent’s sole cost extent expressly provided in the representations and expensewarranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules (subject to Section 13.06). The Parent information provided pursuant to this Section 7.02 will be governed by all the terms and the Merger Sub each acknowledges that it is and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject (a) During the Interim Period, and subject to Section 7.05, from the date hereof until the earlier requirements of the termination of this Agreement and the Closing Dateapplicable Laws, the Company Sellers shall, and shall provide cause the Parent and the Merger Sub and their respective authorized Transferred Entities to, afford to Representatives (the “Parent’s Representatives”) with of Purchaser reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection accordance with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the 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” procedures established by the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosureSellers, in each case, at as is reasonably requested by Purchaser or its Representatives solely (i) for purposes of integration planning or (ii) in preparation for operating the Parent’s sole cost and expense. The Parent Business, in each case following the Closing; provided that none of the Sellers or the Transferred Entities shall be required to make available any employee personnel files until after the Closing Date; provided, further, that the Sellers and the Merger Sub each 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) that is subject to the terms of a non-disclosure agreement or similar undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, (c) that is of a competitively sensitive nature or (d) if the provision of access to such document (or portion thereof) or information, as determined by any Seller or any Transferred Entity in good faith, would reasonably be expected to conflict with applicable Contracts or Laws. All information and documents provided pursuant to this Section 6.1(a) will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it is has and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLCwill continue to abide by, and certain other partieswill cause its Representatives to continue to abide by, dated January 17, 2018 (the “terms of such Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.056.07 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 the Parent and the Merger Sub afford Parent, Bank and their respective authorized Representatives (the “Parent’s Representatives”) with representatives reasonable access access, during normal regular business hours, hours and upon reasonable advance notice, to the offices, properties, senior personnel, 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 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 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct supervision of the business of any Group Company and Company’s personnel, (b) subject to all of the Company may elect to limit, or cause any Group Company to limit, disclosure standard protocols and procedures of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company), including the requirement that visitors be escorted at all times, (c) subject to any additional procedures required by any landlord, and (d) in such a manner as does not unreasonably interfere with the normal operations of 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 the Company to disclose information which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third third-party confidentiality obligations to which any Group the Company is bound, or would violate any applicable Law; provided, that . All such access shall be at the 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 risk 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 reasonable efforts the Bank and their representatives and agents, and in connection therewith, the Parent and Bank hereby agree to secure applicable consents indemnify and hold harmless the Company and its Securityholders, directors, officers, employees, agents and representatives with respect to any Losses resulting from or arising out of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseaccess. The Parent and Bank acknowledge that the Merger Sub each acknowledges that it is Parent and remains Bank are and remain bound by the Confidentiality Agreement between the Parent, Bank and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, Company dated January 1726, 2018 2015 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing DateClosing, the Company shall provide the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, howeverprovided that, that if the Company provides the Parent with written notice of an objection with respect to the identity of a third party to be included as one of the Parent’s Representatives, the Parent will consider the Company’s objection in good faith. All requests for access to employees shall be coordinated through the individuals listed under the applicable heading on Schedule 5.02(a) and all requests for contracts with or (awith respect to the transactions contemplated by this Agreement) in access to customers of the Group Companies shall be coordinated through the individuals listed on Schedule 5.02(b). In exercising access rights under this Section 6.025.02, the Parent and the Parent’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company and Company, (bii) the Company may elect only access personal information relating to limit, or cause employees 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 contact or communicate with, directly or indirectly, any information to certain Persons designated as a “clean team” by of the Parent Group Companies’ customers, vendors, suppliers, distributors or sales representatives without the Company’s prior written consent (which Persons must be reasonably acceptable other than, to the Companyextent 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-work product privilege, conflict with violate any third party confidentiality obligations to which any Group Company is boundbound as of the date of this Agreement, or would violate any applicable Law; provided. In any such case, that the 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, Company shall use its reasonable best efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expensemake appropriate substitute disclosure arrangements. The Parent and the Merger Sub each acknowledges that it the Parent is and remains bound by the Confidentiality Agreement between Parent and Non-Disclosure Agreement among the Parent GuarantorPlex Systems, Genstar Capital Partners, LLC, and certain other parties, Inc. dated January 1728, 2018 2020, as amended 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).

Access to Books and Records. Subject to Section 7.05, 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 the Parent Buyer and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) its Advisors with reasonable access access, during normal business hours, hours and upon reasonable advance notice, to the officesfacilities, assets, properties, financial information, senior personnelmanagement-level employees, and all books and records records, contracts and documents of or regarding the Group Companies in order for the Parent Company and its Subsidiaries as reasonably requested from time to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated herebytime; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or any of its Subsidiaries, or involve any Group Company and environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in such a manner as Sellers and the Company may elect reasonably determine to limitbe appropriate to protect the confidentiality of the Transactions, and (c) nothing herein shall require Sellers or the Company to provide access to, or cause any Group Company to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Buyer or any of its Advisors if such access or examination shall be permitted to disclosure (i) jeopardize the extent 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 attorney work-product privilegeother legal immunity or protection from disclosure of Sellers, conflict with the Company and its Subsidiaries, (ii) would contravene any third party Law (including applicable Antitrust Laws and any applicable data privacy Laws), Contract or other obligation of confidentiality obligations to which a Seller, the Company or any Group Company of the Company’s Subsidiaries is boundsubject to, or would violate any applicable Law(iii) includes information that could reasonably be expected to result in competitive harm to the Company or its Subsidiaries if provided to the Buyer or its Affiliates if the transactions contemplated by this Agreement are not consummated; provided, that that, the Group Companies Company shall reasonably cooperate in good faith use its reasonable best efforts to enable the Parent to have permissible allow for such access to such information and disclosure in a manner that would does not result in loss give rise to the foregoing clauses (i) and (ii). The information provided pursuant to this Section 6.02 will be used solely for the purpose of such privilegeeffecting the Transactions, conflict with such confidentiality obligations or violation and will be governed by all the terms and conditions of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, 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 have the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with right for its then currently engaged independent accountants to have access, at all reasonable access times upon reasonable prior notice during normal business hours, to audit and upon reasonable noticeexamine, and make copies or extracts of or from the books, records and accounts of the Partnership and its Subsidiaries, if any, in order to verify the accuracy of the allocations and distributions made pursuant to Articles 4 and 5 and the financial statements, reports 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, 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 officesGeneral Partner, properties, senior personnel, and all books and records 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 this Section 6.4 and, if the Parent to have 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 transactions contemplated hereby; providedLimited Partner and the Partnership, howeverthe rights of such Affiliate under such other agreement, that (aii) 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 foregoing confidential and not to disclose to the Limited Partner (or any of its Affiliates) any information other than information relating to the accuracy of such allocations, distributions, financial statements, reports and information, as the case may be, and the compliance of the Partnership and the General Partner with the terms of this Agreement and in exercising access no event shall quantities or prices or rebates to individual customers be disclosed to the 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 Fiscal Year through January 31 of the following Fiscal Year, exercise its rights of access, audit and inspection under this Section 6.02and, during the Parent and period from February 1 through the Parent’s Representatives shall not be permitted last day of February of any Fiscal Year, exercise such rights with respect to interfere unreasonably with the conduct activities of the business of any Group Company and (b) Partnership during 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 the 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 which it has reasonably determined upon the advice of counsel could result in the loss last Fiscal Quarter of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)prior Fiscal Year.

Access to Books and Records. Subject to Without limiting Section 7.055.4, 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) with reasonable access access, during normal business hours, hours and upon reasonable advance notice, to the officesexecutive officers, properties, senior personnel, and all books and records of Seller and the Group Companies Company solely to the extent relating to the Business, the Transferred Assets or the Transferred Liabilities as may be reasonably requested by Purchaser solely for purposes in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation furtherance of the transactions contemplated herebyby the Transaction Documents; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the 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 and (b) such access shall occur in such a manner as Seller reasonably determines to be appropriate to prevent the Company may elect to limit, waiver or cause any Group Company to limit, disclosure loss of any information to certain Persons designated as a “clean team” by the 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 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 attorney work-product privilegeprotection of Seller or the Company or any of their respective Affiliates, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate the violation of any applicable Law; providedLaw 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, that the Group Companies “Designated Contacts”). Purchaser shall reasonably cooperate 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 disclosed pursuant to this Section 5.2, which Confidentiality Agreement will remain in good faith to enable the Parent to have permissible access full force and effect with respect to such information until the Closing. Nothing in this Section 5.2 shall require any of Seller or the Company or any of their respective Affiliates to provide access to, or to disclose any information to, Purchaser or any of its representatives if such access or disclosure (i) would reasonably be expected to cause competitive harm to Seller or the Company if the transactions contemplated by this Agreement were not consummated, (ii) would be reasonably likely to, result in the waiver or other loss of any legal privilege or protection, (iii) would result in a manner that breach of any duty (whether arising in Contract, under applicable Law or otherwise) of confidentiality owed to any Person or (iv) would not be reasonably likely to, result in loss of such privilege, conflict with such confidentiality obligations or the violation of any applicable Law (including Laws relating to antitrust or competition matters) or any Contract to which Seller or the Law and, in Company is party or which is binding on the case respective assets of confidentiality obligations to a third party, if requested by Seller or the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)Company.

Access to Books and Records. Subject to Section 7.05, 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 the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, and all books and records of the Group Companies 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; 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 other Person as the Company may designate in order writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to disclose any information to Parent if such disclosure would be reasonably likely to (a) 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 nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in 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 Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation purpose of effecting the transactions contemplated hereby; provided, howeverand will be governed by all the terms and conditions of the Confidentiality Agreement, that (a) in exercising access rights under this Section 6.02dated November 1, the 2011, between Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company Buyer shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and keep all books and records received from Seller safe and secure for 5 years after the Closing and shall not dispose of the Group Companies in order for the Parent 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 opportunity right to make require Buyer to deliver such investigation as it shall reasonably desire books and records to Seller in connection lieu of such disposal. Subject to the provisions of Section 12.15 and Section 7.9, with the consummation prior written consent of the transactions contemplated hereby; providedBuyer and under arrangements prescribed by Buyer (including such reasonable restrictions as Buyer may require), howeverSeller and its representatives shall have reasonable access, that (a) during normal business hours and in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall such manner as will not be permitted to unreasonably interfere unreasonably with the conduct of the business of Buyer, 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 Seller shall not contact or discuss this transaction with any Group Company and (b) of Buyer's officers, directors, employees or agents that are not designated Buyer's Contact Persons unless the Company may elect designated Buyer's Contact Persons do not respond to limit, Seller's attempts to contact or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company)communicate with them. 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 which it has reasonably determined upon the advice of counsel could result in the loss In furtherance of the ability foregoing, in connection with each proposed visit to successfully assert attorney-client privilege or attorney work-product privilegea Station, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies Seller 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 notify Buyer of the Law andpurpose of the visit, in the case names of confidentiality obligations the persons attending the visit, the person to a third party, if requested by the Parent, shall be contacted and such other information as Buyer may request. Buyer agrees to consent to reasonable requests of Seller under this Section 12.21. Seller will use reasonable efforts to secure applicable consents cause minimal interference with the conduct of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expensebusiness of Buyer. The Parent and the Merger Sub each acknowledges that it is and remains bound Buyer may be present during any visit by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”)Seller.

Access to Books and Records. Subject to Section 7.05, (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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, hours and upon reasonable notice, notice to the officesexecutive officers, properties, senior personnel, key employees and all books and records of the Group Companies in order for Business as may be reasonably requested by the Parent to have 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 Business, (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 herebyby this Agreement, (iii) all requests for such access shall be directed to the Chief Executive Officer of the Company or such other Person(s) as the Company may designate in writing from time to time (collectively, the “Designated Contacts”), and (iv) nothing herein shall require the Company to provide access to, or 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 this Agreement are not consummated, (B) would waive any legal privilege or (C) would be in violation of applicable Laws 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, howeverfurther, that if the Company does not provide or cause to be provided information in reliance on clause (aiv) of this sentence, then the Company shall (I) promptly provide a written notice to the Purchaser stating that it is withholding information in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company reliance thereon and (bII) take reasonable actions or implement arrangements (which could include, depending on the Company may elect to limitreasonableness thereof in the circumstances, entering into confidentiality agreements or cause any Group Company to limitjoint defense agreements, disclosure obtaining the consent of any third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable or to the Company). Notwithstanding anything herein outside legal counsel) in order to the contrary, no such access make information available to Purchaser or examination shall be permitted its representatives to the extent that it would require any Group Company to disclose information which it has reasonably determined upon possible. Other than the advice of counsel could result Designated Contacts or as expressly provided in the loss 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 officer, director, employee, customer, supplier, distributor, lessee, lessor, lender, noteholder or other material business relation of the ability Business in connection with the transactions contemplated by this Agreement prior to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable Closing without 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 prior written consent of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)Company.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct affairs of the business Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any Group Company and (b) employee of 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawits Subsidiaries; provided, that such access does not unreasonably interfere with the Group Companies normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall reasonably cooperate in good faith be directed to enable Xxxxxx Xxxxxxx (xxxxxx.xxxxxxx@xxxxx.xxx) or Xxxx Xxxxxxx (xxxx@xxxxxxxxxxxxxx.xxx) (as representatives for the Parent Company) or such other person(s) as they may designate from time to have permissible time (each such person, an “Authorized Representative”); and provided, further, that such access shall not extend to 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 Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that would does not result in loss of waive or violate such privilege). Neither the Company, conflict with such confidentiality obligations or violation the Seller Representative nor any of the Law andSellers makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, in and the case Purchaser may not rely on the accuracy of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit any such disclosureinformation, in each case, at other than to the Parent’s sole cost extent expressly provided the representations and expensewarranties of the Sellers and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The Parent information provided pursuant to this Section 7.02 will be subject to the terms and conditions of the Merger Sub each acknowledges that Confidentiality Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any non-public or other confidential information it is receives relating to the Company to the Debt Financing Sources and remains bound other prospective lenders during the syndication and marketing of the Debt Financing, subject to customary confidentiality undertakings by the Confidentiality Debt Financing Sources and Non-Disclosure Agreement among other prospective lenders which are, in all material respects, at least as restrictive as those in the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”); provided that the Purchaser shall be responsible for any acts or omissions of the Debt Financing Sources and such other prospective lenders with respect to such information.

Access to Books and Records. Subject to Section 7.05, 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives with access (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, ) to the offices, properties, senior personnel, and all (a) books and records records, including financial, operating and other data and information relating to the business, of the Group 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 order for the Parent to have the opportunity to make each case who are listed on Schedule 6.03; provided that (i) such investigation as it shall reasonably desire in connection access does not unreasonably interfere with the consummation 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 hereby; providedby this Agreement, however, that (aiii) all requests for such access shall be directed to the Securityholder Representative or such other Person(s) as the Securityholder Representative may designate in exercising access rights under this Section 6.02writing from time to time (collectively, the Parent and the Parent’s Representatives “Designated Contacts”), (iv) nothing herein shall not be permitted require any Acquired Company to interfere unreasonably with the conduct of the business of any Group Company and (b) the Company may elect to limitprovide access to, or cause any Group Company to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Purchaser or any of its representatives if such access or examination disclosure would (A) waive any legal privilege, as determined in good faith by the Company after consultation with counsel, or (B) be in violation of any applicable Law (including any COVID-19 Measures or the HSR Act or other applicable antitrust Laws), and (v) no access need be granted if the Company believes it may jeopardize the health and safety of any 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 notify Purchaser in writing of the nature of the information being withheld and take any actions as may reasonably be permitted requested by Purchaser to implement alternate arrangements in order to allow Purchaser such access or information to the extent that it would require any Group Company to disclose information which it has reasonably determined upon practicable under the advice of counsel could result circumstances. Other than the Designated Contacts or as expressly provided in the loss 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 officer, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any Acquired Company prior to the Closing without the prior written consent of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)Securityholder Representative.

Access to Books and Records. Subject to Section 7.05, 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 the Parent Buyer and the Merger Sub its and their respective authorized Representatives representatives (the collectively, “ParentBuyer’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (a) the offices, properties, senior personnelcontracts, and all books and books, records and, to the extent permitted by the Seller, the systems of the Group Companies Company as reasonably requested by Buyer in order for the 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 contemplated herebyaffairs 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, that 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) in exercising access rights under this Section 6.02, the Parent and the ParentCompany will not be required to disclose any information to Buyer or Buyer’s Representatives shall not be permitted 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 interfere unreasonably with the conduct of the business of any Group Company date hereof and (b) prior to the Closing Date, without the prior written consent of the Company may elect (not to limitbe unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the 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 which it has reasonably determined upon the advice of counsel could result in the loss customers of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that concerning the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expensetransactions contemplated hereby. The Parent and the Merger Sub each Buyer 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 partiesAgreement, dated January 17September 15, 2018 2021, between Amedisys, Inc. and HouseWorks, LLC (the “Confidentiality Agreement”), and that Buyer shall cause Buyer’s Representatives to abide by the terms of the Confidentiality Agreement; provided, that in the event the Closing is consummated, the Confidentiality Agreement shall be terminated and become null and void.

Access to Books and Records. Subject to Section 7.05The Company shall, from the date hereof until the earlier and shall cause each of the termination of this Agreement and the Closing Dateits Subsidiaries to, the Company shall provide the Parent and the Buyer, Merger Sub Sub, and their respective authorized Representatives (the “Parent’s Representatives”) Affiliates and Advisors with reasonable access access, during normal business hours, hours and upon reasonable advance notice, to the officesfacilities, assets, properties, financial information, senior personnelleadership team, and all books and records of or regarding the Group Companies in order for the Parent Company and its Subsidiaries as reasonably requested from time to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated herebytime; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or any of its Subsidiaries or involve any Group Company and environmental sampling or testing or invasive or subsurface investigations, (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, and (c) nothing herein shall require the Company to provide access to, or cause any Group Company to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Buyer or any of its representatives if such access or examination shall be permitted disclosure (x) would cause material competitive harm to the extent that it Company or any of its Subsidiaries if the Transactions are not consummated, (y) would require waive 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 legal privilege or attorney work-product privilege, conflict with (z) would be in violation of applicable Laws or the provisions of any third party confidentiality obligations agreement to which the Company or any Group Company of its Subsidiaries is bound, or would violate any applicable Law; provided, a party (provided that the Group Companies Company and its Subsidiaries shall reasonably cooperate use their commercially reasonable efforts to work in good faith with Buyer to enable the Parent to have permissible access to determine a manner of providing such information or access in a manner that would not result violate such Law or contract). In addition, to the extent reasonably requested by Buyer in loss 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 privilegeadditional information, conflict with such confidentiality obligations data or violation of the Law andsupport as is reasonably requested by Buyer, subject in each case to provisos (a), (b) and (c) set forth in the case immediately preceding sentence. The Company does not make any representation or warranty as to the accuracy of confidentiality obligations to a third partyany information, if requested by any, provided pursuant to this Section 5.02, and Buyer and Merger Sub may not rely on the Parent, shall use reasonable efforts to secure applicable consents accuracy of the applicable third party to permit any such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Company expressly and specifically set forth in Article III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The Parent information provided pursuant to this Section 5.02 will be used solely for the purpose of effecting the Transactions, and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05From and after the Closing, from Parent will, and will cause the date hereof until the earlier of the termination of this Agreement and the Closing DateSurviving Corporation to, the Company shall provide the Parent Representative and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access (for the purpose of examining and copying), during normal business hours, hours and upon reasonable notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in order for Company and its Subsidiaries with respect to periods or occurrences prior to or on the Parent to have the opportunity to make such investigation as it shall reasonably desire Closing Date in connection with the consummation any matter relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that (a) in exercising such access rights under this Section 6.02, does not unreasonably interfere with the normal business operations of Parent and the 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 Company may elect confidentiality of the transactions contemplated by this Agreement and the information provided to limitRepresentative. Notwithstanding anything to the contrary in this Agreement, neither the Parent or cause any Group Company the Surviving Corporation will be required to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by the Parent Representative or Representative's representatives if such disclosure would (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 i) jeopardize 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 or other legal privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into by the Company or any Company Subsidiary; provided, that Parent, the Group Companies Surviving Corporation and its Subsidiaries shall reasonably cooperate in good faith take commercially reasonable measures to enable permit the Parent to have permissible access to such information compliance with this Section 7.01 in a manner that would not result in loss of avoids any such privilege, conflict with such confidentiality obligations harm or violation of the Law and, consequence set forth in the case foregoing clauses (i) and (ii). Neither Parent nor the Surviving Corporation makes any representation or warranty as to the accuracy of confidentiality obligations any information (if any) provided pursuant to a third partythis Section 7.01, if requested by and Representative may not rely on the Parent, shall use reasonable efforts to secure applicable consents accuracy of the applicable third party to permit any such disclosureinformation, in each case, at the case other than as expressly set forth in Parent’s sole cost 's representations and expense. The Parent and the Merger Sub each acknowledges that it is and remains bound warranties contained in Article V. Unless otherwise consented to in writing by the Confidentiality and Non-Disclosure Agreement among the Representative, Parent Guarantor, Genstar Capital Partners, LLCwill use commercially reasonable efforts not to, and certain other partieswill not permit the Surviving Corporation to, dated January 17until 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, 2018 including any waivers or extensions thereof, to destroy, alter or 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 prior notice to the Representative and offering to surrender to the Representative (on behalf of the “Confidentiality Agreement”)Stockholders and Optionholders) such books 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. Subject to Section 7.05, from (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 the Parent Purchaser and the Merger Sub and their respective authorized its Representatives (the “Parent’s Representatives”) with reasonable full access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, 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 contemplated herebyCompany and its Subsidiaries; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to materially and unreasonably interfere unreasonably with the conduct of the business of any Group the Company and its Subsidiaries, 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 disclose any information to certain Persons designated as a “clean team” by to, the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no Purchaser if such access or examination disclosure would be reasonably likely to (i) waive any legal privilege or (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 or any Subsidiary is a party, and (c) nothing herein shall be permitted 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 Business without the written consent of the Company; provided, however, 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 communicate, to the extent that it would require any Group Company to disclose information which it has reasonably determined upon feasible, the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information in a manner way that would not result in loss of waive such privilege, conflict with privilege or contravene such confidentiality obligations Law or violation of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseContract. The Parent and the Merger Sub each Purchaser 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 partiesAgreement, dated January 17April 15, 2018 2016 (the “Confidentiality Agreement”)) and that all information it obtains as a result of access under this Section 5.02 shall be subject to the Confidentiality Agreement.

Access to Books and Records. Subject to Section 7.05, 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 the Parent Seller and the Merger Sub and their respective authorized its Representatives (the “Parent’s Representatives”) with reasonable access access, upon prior reasonable written request, during normal regular business hours, to (a) the officers and upon reasonable noticeemployees of the Acquired Companies and (b) the Books and Records (and Seller and its Representatives shall have the right to make copies of such Books and Records at its sole cost), but, in each case, (x) only to the officesextent relating to the assets, properties, senior personnelliabilities or business of any Acquired Company prior to the Closing, and all books (y) as is reasonably necessary (i) for Seller’s financial reporting and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire accounting matters, or (ii) in connection with the consummation of the transactions contemplated herebyany audit, investigation, dispute or litigation; provided, however, that (ai) in exercising access rights under this Section 6.02, the Parent Seller and the 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 Company Acquired Companies, and (bii) the Company may elect Buyer shall not be obligated to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no provide such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or (A) if doing so would violate any applicable LawLaw or expose such Person to any liability for disclosure of any personal information, personally identifiable information or protected health information or (B) with respect to any information, documents or materials that are subject to an attorney-client, attorney work product or other evidentiary privilege or protection; provided, that the 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 event information is not provided to a third partySeller or its Representatives pursuant to the foregoing clause (ii), if requested by the Parent, Buyer shall use commercially reasonable efforts to secure provide a summary of such information that does not LEGAL_US_E # 161486834.17 violate its legal privilege, applicable consents of Law or any personal information, personally identifiable information or protected health information, as 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)case may be.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and the Merger Sub MergerSub and their respective authorized Representatives (the “Parent’s Representatives”) , upon reasonable notice, with reasonable access during normal business hours, and upon reasonable notice, hours to the offices, properties, senior personnel, and all books books, commitments, 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 the 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 transactions contemplated herebyBusiness, affairs and properties of the Company or any of its Subsidiaries; provided, however, that (a) in exercising access rights under this Section 6.02the activities of Parent, the MergerSub and Parent and the ParentMergerSub’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 limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no provide such access or examination shall be permitted information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or jeopardize protections afforded to the extent that it would require Company or any Group Company to disclose information which it has reasonably determined upon Subsidiary under the advice of counsel could result in the loss of the ability to successfully assert attorney-attorney client privilege or attorney work-work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawdoctrine; provided, that however, the Group Companies Company shall reasonably cooperate work together with Parent and MergerSub in good faith to enable provide, pursuant to alternative arrangements including entry into a joint defense or other similar arrangement agreed upon by the Parent Parties, such access or information. Except as otherwise agreed to have permissible access to such information in a manner that would not result in loss by the Company, and notwithstanding the termination of such privilegethis Agreement, conflict with such confidentiality obligations or violation the terms and provisions of the Law andConfidentiality Agreement, in the case dated as of confidentiality obligations to a third partyFebruary 15, if requested by the Parent2015, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expense. The between 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 parties, dated January 17, 2018 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 4.2 or information provided, made available or delivered to Parent, MergerSub or any of Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any representations, warranties, covenants, conditions, remedies or rights of the Parties hereto contained in this Agreement.

Access to Books and Records. Subject to Section 7.056.04, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide the Parent and the Merger Sub and their respective its authorized Representatives reasonably acceptable to the Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’s Representatives shall will 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything contained herein to the contrary, no such access or examination shall will be permitted to the extent 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 subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third third-party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that no access or examination provided pursuant to this Section 5.02 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.01(a). Parent will indemnify and hold harmless the Group Companies shall reasonably cooperate in good 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 to enable the or gross negligence of 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost 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 expense(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. The Parent acknowledges and agrees that, notwithstanding anything to the contrary contained therein, the Confidentiality Agreement between 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 partiesCompany, dated January September 17, 2018 2016 (the “Confidentiality Agreement”), will not terminate unless the Closing occurs, and Parent is and will continue to be bound by the Confidentiality Agreement in accordance with its terms.

Access to Books and Records. Subject to Section 7.05, from (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 the Parent Sellers and the Merger Sub and their respective authorized Transferred Entities to, afford to Representatives (the “Parent’s Representatives”) with of Purchaser reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 the 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 contemplated herebyTransactions; provided, however, provided that (ai) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to unreasonably interfere unreasonably 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 Group Company environmental sampling, investigation or testing (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 be unreasonably withheld, conditioned or delayed); and (v) 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 (x) waive any legal privilege or (y) be in violation of applicable Law or the provisions of any agreement entered into prior to the date of this Agreement and to which Parent of any of its Subsidiaries is a party. All information and documents provided pursuant to this Section 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 not interfere unreasonably with the Company may elect to limitoperation of the Business or any other business of Parent or 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 prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned. (c) Except as otherwise provided in Section 8.2(a), from and after the Closing, Purchaser shall, and shall cause any Group Company to limitits Subsidiaries to, disclosure of any information to certain Persons designated as a “clean team” by the afford Parent (which Persons must be reasonably acceptable and its Representatives, during normal business hours, upon reasonable notice, access to the Company). Notwithstanding anything herein to books, records, properties and employees of each Transferred Entity and the contrary, no such access or examination shall be permitted Business to the extent that it would require such access may be reasonably requested in connection with financial statements, Taxes, any Group Company Action or investigation by or before a Governmental Entity related 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost Business 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).Governmental Entity reporting

Access to Books and Records. Subject to Section 7.056.06, 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 Merger Sub and their respective authorized Representatives Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’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) the Company may elect any other information that is protected by applicable Law (including privacy Laws) or Contract and to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by which the Parent (which Persons must be reasonably acceptable or the Parent’s Representatives are afforded access pursuant to the Company)terms of this Agreement. 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 the Parent is and remains bound by the Confidentiality and Non-Disclosure Agreement among between the Parent Guarantorand the Company dated November 15, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 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).

Access to Books and Records. Subject From and after the Closing, subject to Section 7.05applicable Law, from the date hereof until 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 the Parent Seller and the Merger Sub and their respective authorized its Representatives (the “Parent’s Representatives”) with reasonable access (for the purpose of examining and copying), during normal business hours, to the Books and upon Records of each of the Companies with respect to periods prior to the Closing Date; provided, all 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 (45) days after receipt of such notice, to the offices, properties, senior personnel, take possession of such Books and all books and records Records or such portions thereof. Notwithstanding any provision 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein 7.03 to the contrary, no such access or examination shall be permitted or provision of documentation shall be required to the extent that it would require any Group Company Party to disclose information which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, violate any Law, or conflict with any third party confidentiality obligations to which any Group Company of the Companies or any of their respective Subsidiaries is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith use commercially reasonable efforts to enable the Parent to have permissible access to provide such information in a manner that would does not result in loss of violate any such privilegeLaw, 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)privilege.

Access to Books and Records. Subject to Section 7.05The Company shall, from the date hereof until the earlier and shall cause each of the termination of this Agreement and the Closing Dateits Subsidiaries to, the Company shall provide the Parent and the Buyer, Merger Sub and Sub, or their respective authorized Representatives (the “Parent’s Representatives”) Affiliates and Advisors with reasonable access access, during normal business hours, hours and upon reasonable advanced notice, to the officesfacilities, assets, properties, senior personnelfinancial information, senior‑management level employees, Books and all books Records of or regarding the Company and records of the Group Companies in order for the Parent its Subsidiaries as reasonably requested from time to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated herebytime; provided, however, provided that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business Company or any of its Subsidiaries or involve any Group Company and environmental sampling or testing or invasive or subsurface investigations, (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, and (c) nothing herein shall require the Company to provide access to, or cause any Group Company to limit, disclosure of disclose any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Buyer or any of its representatives if such access or examination shall be permitted disclosure (x) would cause material competitive harm to the extent that it Company or any of its Subsidiaries if the Transactions are not consummated, (y) would require waive any Group legal privilege or (z) would be in violation of applicable Laws (including any COVID-19 Measure) or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (copies of which have been provided to disclose information which it has reasonably determined upon the advice of counsel could result in the loss Buyer as of the ability date hereof or will be provided upon reasonable request). The Company does not make any representation or warranty as to successfully assert attorney-client privilege or attorney work-product privilege, conflict with the accuracy of any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 partyinformation, if requested by any, provided pursuant to this Section 5.02, and Buyer and Merger Sub may not rely on the Parent, shall use reasonable efforts to secure applicable consents accuracy of the applicable third party to permit any such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The Parent information provided pursuant to this Section 5.02 will be used solely for the purpose of effecting the Transactions, and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).. 50

Access to Books and Records. Subject to Section 7.05, from 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 Merger Sub and their respective authorized Representatives Company (the “Parent’s Representatives”) with reasonable access 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, senior personnelthe personnel set forth on Schedule 5.02, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’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 Company, (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 to certain Persons designated as a “clean team” by of the Parent Group Companies’ customers, vendors, suppliers, distributors or brokers without the prior written consent of the Designated Company Contact (which Persons must be reasonably acceptable other than, to the Companyextent applicable, in the ordinary course of business regarding matters unrelated to any Group Company or any of the transactions contemplated hereby). Notwithstanding anything herein to the contrary, no such access or examination 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. To the extent the access to any such information is restricted pursuant to the immediately preceding sentence of this Section 5.02, it is agreed that the Group Companies shall Company shall, to the extent reasonably cooperate in good faith to enable practicable, provide the Parent to have permissible access to such information in and the Parent’s Representatives with a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation reasonably detailed description of the Law andinformation not provided and the Company shall, in to the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, extent reasonably practicable and at the Parent’s sole cost and expense. The Parent , cooperate in good faith to design and the Merger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among implement reasonable alternative disclosure arrangements to enable the Parent Guarantorto evaluate any such information without resulting in any waiver of privilege, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”)conflict with confidentiality obligations or contravention of Contract or Law.

Access to Books and Records. Subject to Section 7.05, 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 the Parent and the Merger Sub its representatives, advisors and prospective lenders and each of their respective authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, employees, properties, senior personnel, and all books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation Company as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; providedrequests, however, that (a) in exercising access rights under this Section 6.02, the Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to secure applicable consents cause its employees and representatives to cooperate with Parent and Parent’s Representatives in connection with Parent’s access to the foregoing; provided that such access does not unreasonably interfere with the normal operations of the Company; 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 information to Parent if such disclosure would be reasonably likely to (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable third party Laws, fiduciary duty, agreement or confidentiality obligations binding upon the Company prior to permit the date hereof; provided that the Company shall request, but shall not be required to obtain, a waiver of any such disclosure, in each case, at the confidentiality obligations upon Parent’s sole cost and expense. The reasonable request; provided, further, that the Company will disclose any such information to Parent and the Merger Sub each acknowledges that it is and remains if Parent agrees to be bound by the Confidentiality 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 (if any) provided pursuant to this Section 5.02, other than as expressly set forth in the Company’s representations and Non-Disclosure Agreement among warranties contained in Article 3. Prior to the Parent GuarantorClosing, Genstar Capital Partners, LLCthe 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 certain other partiesshall be governed by all the terms and conditions of the Confidentiality Agreement, dated January 1722, 2018 2008, between Tornier Inc. and the Company (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, and all books and records of the Company Group Companies Members in order for the Parent 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 contemplated herebyby this Agreement; provided, however, provided that (aX) in exercising such access rights under this Section 6.02, the Parent and the 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 Company sampling 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) violate any Law or (c) breach any fiduciary duty or binding confidentiality agreement entered into prior to the Company may elect date hereof (provided that, the Sellers, Xxxxxxx Holdings and the Companies shall use commercially reasonable efforts to limitobtain the consent of the counterparty to any such binding agreement so as to permit the disclosure contemplated by this Section 6.2), or cause any Group Company and (Z) neither the Sellers, Xxxxxxx Holdings nor the Companies shall be required to limit, disclosure of provide any information to certain Persons designated as a “clean team” in respect of ongoing investigations by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted State of Illinois to the extent that it such Persons reasonably believe providing such information 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 waive attorney-client privilege or attorney work-product privilegeviolate Law, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 and (ii) instruct each of the Law andCompanies’ Representatives to cooperate with Purchaser and its Representatives in Purchaser’s investigation, subject to the conditions set forth in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseclause (i) above. The Parent and the Merger Sub each Purchaser acknowledges that it is and remains bound by the Confidentiality Agreement, between WCCC and Non-Disclosure Agreement among Surterra Holdings, Inc, the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesparent entity of Purchaser, dated January 17October 8, 2018 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 used solely for the purpose of effecting the transactions contemplated by this Agreement.

Access to Books and Records. Subject to Section 7.055.1(a)(xi), from the date hereof until the earlier of the termination of this Agreement and the Merger Closing Date, the Company shall will provide the Parent Squirrel HoldCo and the Merger Sub and their respective its authorized Representatives reasonably acceptable to the Company (the “ParentSquirrel HoldCo’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies Company in order for the Parent Squirrel HoldCo to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.2, the Parent Squirrel HoldCo and the ParentSquirrel HoldCo’s Representatives shall will 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything contained herein to the contrary, no such access or examination shall will be permitted to the extent that it would require any Group the Company to disclose information which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilegeprivilege or similar privilege or protection applicable to such information or related documents, conflict with any third third-party confidentiality obligations to which any Group the Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that no access or examination provided pursuant to this Section 5.2will qualify or limit any representation or warranty set forth herein or the Group Companies shall reasonably cooperate in good faith conditions 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 reasonable efforts to 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 Closing set forth in Section 8.3(a). No more than five (5) Business Days prior to the Confidentiality and Non-Disclosure Agreement among Reorganization Closing, the Parent GuarantorCompany will provide Squirrel Cayman a funds flow memorandum (including all amounts, Genstar Capital Partners, LLCpayees, and certain other partieswiring information) satisfactory to Squirrel Cayman, dated January 17, 2018 (the “Confidentiality Agreement”)setting forth all payments to be made by or on behalf of Company in respect of Outstanding Company Expenses.

Access to Books and Records. Subject to Section 7.05, from (a) After the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall provide the cause its Subsidiaries to, (i) afford to Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with 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 hourshours 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 upon reasonable notice, (iii) to the officesextent available to the Company, properties, senior personnel, and all books and records make available to Parent any work papers of the Group Companies in order for Company Auditor related to the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated herebyAudited Financial Statements; provided, however, that notwithstanding the foregoing clauses (ai)- (iii), neither the Company nor any of 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 exercising 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 rights 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 this Section 6.02, the Parent and the Parent’s Representatives 5.3(a) shall be conducted in such a manner as not be permitted to interfere unreasonably with the conduct operation of the business of any Group 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. (bc) For a period of six (6) years after the Closing Date, Parent shall cause the Surviving Corporation and its Subsidiaries to afford the Shareholder Representatives and the Shareholder Representatives’ representatives, during normal business hours, upon reasonable notice, reasonable access to all of the books and records of the Surviving Corporation and its Subsidiaries (i) to enable the Shareholder Representatives to defend against or assert claims related to or arising from the business and operations of 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 the Parent (which Persons must be reasonably acceptable and its Subsidiaries prior to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted Effective Time and (ii) to the extent that it would require such access may reasonably be required by the Shareholder Representatives or any Group holder of Company to disclose information which it has reasonably determined upon Capital Stock or Exchanged Options in connection with the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 preparation of such privilege, conflict with such confidentiality obligations or violation of Person’s financial reports involving any period prior to the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseEffective Time. 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, LLCShareholder Representatives shall hold, and certain other partiesshall cause its representatives and holders of Company Capital Stock to hold, dated January 17such books and records in confidence, 2018 (except to the “Confidentiality Agreement”).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 same, and all copies, notes and summaries thereof, to the Surviving Corporation promptly upon

Access to Books and Records. Subject to Section 7.05, 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 the Parent and the Merger Sub and their respective authorized Transferred Entities to afford to Representatives (the “Parent’s Representatives”) with of Purchaser reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 the 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 contemplated herebyby 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 Closing Date; provided, howeverfurther, that (a) in exercising access rights under this Section 6.02, the Parent Seller and the Parent’s Representatives Transferred Entities shall not be permitted required to interfere unreasonably with make available medical records, workers compensation records, the conduct of the business results of any Group Company and (b) the Company may elect to limit, drug testing or cause any Group Company to limit, disclosure of any other sensitive or personal information to certain Persons designated as a “clean team” by the 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 which it has reasonably determined upon the advice of counsel if doing so could result in the loss a violation of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any 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 Group Companies shall reasonably cooperate contrary contained in good faith 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 enable the Parent to have permissible 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 information document (or portion thereof) or information, as determined by Seller or any Transferred Entity in a manner that would not result in loss of such privilegegood faith, could reasonably be expected to conflict with such confidentiality obligations applicable Contracts or violation of the Law andLaws; provided, that (A) in the case of confidentiality obligations to a third partyclause (i), if requested by the Parent, Seller and Purchaser shall use commercially reasonable efforts to secure applicable consents of the applicable third party identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such disclosurecompetitively sensitive information and (B) in the case of clauses (ii) through (iv), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method of providing such disclosure without violating such Contracts or Laws and without resulting in each casea loss of such attorney-client privileges or attorney work product protection. All information and documents provided pursuant to this Section 6.1(a) will be subject to the Confidentiality Agreement, at the Parent’s sole cost and expense. The Parent Purchaser acknowledges and the Merger Sub each acknowledges agrees that it is has and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLCwill continue to abide by, and certain other partieswill cause its Representatives to continue to abide by, dated January 17, 2018 (the “terms of such Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, 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 contemplated herebyCompany and its Subsidiaries; provided, however, that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to unreasonably interfere unreasonably with the conduct of the business of any Group 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 disclose any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Purchaser if such access or examination shall disclosure would be permitted reasonably likely to (i) waive any legal privilege or (ii) be in violation of applicable Law or the provisions of any agreement entered into prior to the extent that it would require any Group Company to disclose information which it has reasonably determined upon the advice date of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations this Agreement and to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 Purchaser acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantordated February 22, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2021 (the “Confidentiality Agreement”)) and that all information it obtains as a result of access under this Section 7.02 shall be subject to the Confidentiality Agreement.

Access to Books and Records. Subject to Section 7.05, from the date hereof until the earlier terms of the termination of this Agreement and the Closing DateConfidentiality Agreement, the Company shall provide the Parent Buyer and the Merger Sub and their respective its authorized Representatives representatives (collectively, the “ParentBuyer’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, prior written notice to the offices, properties, senior personnelappropriate officers, employees and all representatives, books and records and other information of the Group Companies in order for the 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 contemplated herebyrequest; provided, however, that (a) in exercising the Company may refuse the Buyer’s Representatives access rights under this Section 6.02if 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 Parent extent Buyer and the ParentBuyer’s Representatives have not been in communication with such employees prior to the date hereof regarding the transactions contemplated by this Agreement), 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 limitof its Subsidiaries to) so confer, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no afford such access or examination shall be permitted furnish such copies or other information to the extent that it doing so would require any Group Company to disclose information which it has reasonably determined upon the advice of counsel could result in the breach of any confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, (provided that the Group Companies Company shall reasonably cooperate in good faith use its reasonable efforts to enable the Parent to have permissible allow for such access to such information or disclosure in a manner that would does not violate any Antitrust Laws or result in a breach of such agreement or a loss of such attorney-client privilege, conflict with and shall otherwise notify Buyer of any such confidentiality obligations access or violation 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 intrusive environmental assessment or investigation in or on the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the ParentCompany’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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)or its Subsidiaries’ assets or properties.

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and the Merger Sub and their respective its 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 Company 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 contemplated herebyTransactions, 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 customers and suppliers; provided, however, that (a) in exercising access rights under this Section 6.025.02, 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 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 the Parent (which Persons must be reasonably acceptable to the Company)Parent. Notwithstanding anything contained herein to the contrary, no such access or examination provided pursuant to this Section 5.02 shall be permitted 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 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 it would require any Group Company to disclose portion of such information which it has reasonably determined upon the advice of disclosing party is advised by its counsel could result in the loss of the ability is legally required to successfully assert attorney-client privilege or attorney work-product privilegebe disclosed, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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, Company shall use its commercially reasonable efforts to secure applicable consents of the applicable third party obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)information.

Access to Books and Records. Subject to Section 7.056.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and the Merger Sub its authorized employees, officers, legal and their respective authorized Representatives accounting advisors and other representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior facilities, personnel, 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 transactions contemplated hereby; providedhereby and shall furnish the Parent with all financial, howeveroperating and other data and information with respect to the Company Group as the Parent, that (a) 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 Group, prepared in a manner consistent with prior periods along with the standard monthly reporting package provided to the management of the Company Group. Notwithstanding the foregoing, in exercising access rights under this Section 6.025.02, the Parent and the 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 the Parent (which Persons must be reasonably acceptable to the Company)Group. Notwithstanding anything herein to the contrary, no such access or examination shall may be permitted limited to the extent that it would require any the Company Group Company to disclose information which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, privilege or would violate any applicable Law; provided, provided that the Group Companies Company shall reasonably cooperate in good faith use its reasonable best efforts to enable provide the Parent with alternative access or disclosure sufficient to have permissible access to such information 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 such attorney-client privilege or attorney work-product privilege (as applicable), including, with respect to disclosure that would result in the loss of privilege, conflict by entering into a joint defense privilege (and any related required documentation) 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. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall use reasonable efforts qualify or limit any representation or warranty set forth herein or the conditions to secure applicable consents of the applicable third party to permit such disclosure, Closing set forth 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”Section 7.01(a).

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent Purchaser and the Merger Sub its Subsidiaries and any of their respective authorized Representatives designated officers, directors, managers, principals, attorneys, accountants, consultants, investment bankers, financial advisors, Financing Sources, agents and employees (the in each case, as applicable, “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, written notice to the offices, properties, senior personnel, and all books and records of the Group Companies in order for Company and its Subsidiaries and to such other information relating to the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation business of the transactions contemplated herebyCompany 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); providedprovided that, howevernotwithstanding the foregoing, that (a) in exercising such access rights under this Section 6.02, the Parent and the Parent’s Representatives shall does not be permitted to unreasonably interfere unreasonably with the conduct normal operations of the business of any Group Company or its Subsidiaries, and (b) 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 certain Persons designated as a “clean team” by to, the Parent (which Persons must be reasonably acceptable to Purchaser or any of the Company). Notwithstanding anything herein to the contrary, no Purchaser’s Representatives if such access or examination shall disclosure would reasonably be permitted expected to the extent that it would require (i) waive 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 legal privilege or attorney work-product privilege, conflict with (ii) be in violation of applicable Law (including the HSR Act) or the provisions of any third party confidentiality obligations agreement to which the Company or any Group Company of its Subsidiaries is bound, or would violate any applicable Law; provided, that the 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 andparty (provided that, in the case of confidentiality obligations to a third partyclauses (i) and (ii), if requested by the Parent, Company shall use its commercially reasonable efforts to secure applicable consents provide such access or make such disclosure (or as much of the applicable third party to permit it as possible) in a manner that does not have such disclosure, in each case, at the Parent’s sole cost and expenseconsequences). The Parent and the Merger Sub each Purchaser acknowledges that it Purchaser is and remains bound by the Confidentiality Agreement, between Fortress Investment Group LLC and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesCompany, dated January 17as of April 21, 2018 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 restrictions set forth in the Confidentiality Agreement with respect to such information 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. Subject to Section 7.05, from (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 procure that the Parent and the Merger Sub Vendors and their respective authorized Representatives (the “Parent’s Representatives”) with are provided, upon reasonable access notice and during normal business working hours, with all such assistance, documentation, information and upon reasonable notice, access to the offices, properties, senior personnel, premises and all books and records personnel of the Group Companies in order for and the Parent 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 documentation and information to the consummation of the transactions contemplated hereby; extent relevant, provided, however, that (ai) in exercising access rights under this Section 6.02the Vendors or the relevant members of the Vendors Group shall reimburse the Purchasers, the Parent and Group Companies or the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct other members of the business Purchaser’ Group (as the case may be) for all reasonable out of pocket and expenses incurred in relation to any Group Company and photocopying costs; (bii) such access is granted in accordance with competition Laws (in particular 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” provided by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access Purchasers or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith not enable (or, if so, shall be redacted so that it does not enable) the Vendors or any member of the Vendors Group to enable predict the Parent to 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 agree that its relevant Representatives who may have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations the Purchasers’ or violation the Group Companies’ or the other members of the Law andPurchasers 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, in and the case of confidentiality obligations to a third party, if requested information so received may be used by the Parent, shall use reasonable efforts to secure applicable consents Vendors (or relevant member of the applicable third party to permit such disclosure, in each case, at Vendors Group) solely for the Parent’s sole cost and expense. The Parent and the Merger Sub each acknowledges that purpose for which it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”)was provided.

Access to Books and Records. Subject to Section 7.05From and after the Closing, from the date hereof until the earlier for a period of the termination of this Agreement and the Closing Dateseven (7) years, the Purchaser shall, and shall cause the Surviving Company shall to, provide the Parent Representative and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access access, during normal business hours, hours and upon reasonable prior notice, to the offices, properties, senior personnel, and all books and records (for the purpose of examining and copying at the Representative’s expense) of the Group Companies in order Company and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date as may be reasonably necessary for (i) the Parent Representative to have prepare and file any Tax Returns or other report or document with any Governmental Entity or (ii) any indemnity claim pursuant to the opportunity to make indemnification provisions hereunder; provided that, notwithstanding the foregoing, (a) such investigation as it shall reasonably desire in connection access does not unreasonably interfere with the consummation normal operations of the transactions contemplated herebySurviving Company or its Subsidiaries, (b) except as necessary for a purpose described in clause (i) or (ii) above, the Representative or its authorized representatives maintain the confidentiality of any information delivered to it pursuant to this Section 6.01, (c) nothing in this Section 6.01 shall require the Purchaser to provide access to, or to disclose any information to, the Representative if such access or disclosure would be in violation of applicable Law or is unrelated to the purposes for which the Representative is permitted access to such information pursuant to the terms of this sentence and (d) nothing in this Section 6.01 shall require the Purchaser to provide access to, or to disclose any information to, the Representative to the extent that such information is subject to an attorney/client or work product privilege; provided, however, that (a) in exercising access rights under this Section 6.02the Purchaser shall, the Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information same may be provided in a manner that would not result in loss fashion consistent with the maintenance 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 make reasonable efforts to secure applicable consents provide such information and records reasonably required by the Representative or any of its representatives. Unless otherwise consented to in writing by the Representative, the Purchaser shall not, and shall not permit the Surviving Company or its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the applicable third party books and records of the Company or its Subsidiaries for any period prior to permit the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative such disclosurebooks and records or any portion thereof which the Purchaser or the Surviving Company may intend to destroy, 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)alter or dispose of.

Access to Books and Records. Subject to Section 7.056.04, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide the Parent and its authorized representatives reasonably acceptable to the Merger Sub and their respective authorized Representatives Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the Parent’s Representatives shall will 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 in writing as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything contained herein to the contrary, no such access or examination shall will be permitted to the extent 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 subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third third-party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that no access or examination provided pursuant to this Section 5.02 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.01(a). Parent will indemnify and hold harmless the Group Companies shall reasonably cooperate in good faith from and against any Losses that may be incurred by any of them arising out of or related to enable the 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 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseRepresentatives are afforded access pursuant to the terms of this Agreement. The Parent and the Merger Sub each acknowledges that it Parent is and remains bound by the Confidentiality Agreement between Parent and Non-Disclosure Agreement among the Parent GuarantorUnited Subcontractors, Genstar Capital PartnersInc. dated October 5, LLC, and certain other parties, dated January 17, 2018 2015 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, 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 the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, 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 Merger and the other transactions contemplated hereby, including any Financing; provided that such access does not unreasonably interfere with the normal operations of the Company; 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 jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Laws. None of the Company, Representative or the Holders make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.025.02 and Section 8.12, and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case other than as expressly set forth in 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, dated May 12, 2011, by and between Parent and the 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from the date hereof until the earlier of the termination of this Agreement and (a) Following the Closing Date, the Company Buyer shall provide the Parent afford, and the Merger Sub shall cause its Subsidiaries to afford, to Seller and any Affiliates of Seller, and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access counsel and accountants, during normal business hours, reasonable access (subject to Applicable Law) to inspect, audit and upon reasonable noticetake copies of the Books and Records with respect to the period prior to the Closing Date, to the officesextent that such access may be reasonably required by Seller or any Affiliate of Seller for (a) the performance by Seller or its Affiliates of their obligations under this Agreement and the Ancillary Agreements, properties(b) the inquiry, senior personnelinvestigation, filing, submission or request for documents or information from any Governmental Entity or securities exchange or (c) the investigation, litigation and all books and records final disposition of the Group Companies in order for the Parent to any claims which may have the opportunity to make been or may be made against Seller or such investigation as it shall reasonably desire Affiliate in connection with the consummation Business by a third party (other than for purposes relating to claims between the parties or any of the transactions contemplated herebytheir respective Affiliates under any Transaction Agreement), other than any such Books and Records that (i) are subject to an attorney-client or other legal privilege which, as reasonably determined by Buyer’s counsel, constitutes a waiver of any such privilege, or (ii) are subject to an obligation of confidentiality; provided, however, that in order to facilitate access to such information the parties hereto shall use commercially reasonable efforts, including entering into a customary joint defense agreement or common interest agreement where appropriate, to seek to permit disclosure of such information. All requests for access or information pursuant to the foregoing sentence shall be directed to such Person or persons as Buyer shall designate. Each of the parties hereto shall not, and shall cause its Affiliates not to, dispose of, alter or destroy any pre-Closing Date records related to the Business possessed or permitted to be possessed by such Person until the latest of (a) seven years after the Closing Date, (b) such date as may be required by such party’s standard document retention policies and (c) 30 days after giving notice to the party not in exercising possession of such records to permit it, at its expense, to examine, duplicate or repossess such pre-Closing Date Records. Also following the Closing Date, any party hereto shall afford, and shall cause its Subsidiaries to afford, upon reasonable written request by another party hereto, to such requesting party and its respective counsel and accountants, during normal business hours, reasonable access rights (subject to Applicable Law) to inspect, audit and take copies of such pre-Closing Date records related to the Business, to the extent that such access may be reasonably required by the requesting party for (a) the performance by a party or its Affiliates of their obligations under this Section 6.02, the Parent Agreement and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company and Ancillary Agreements, (b) the Company may elect to limitinquiry, investigation, filing, submission or cause request for documents or information from any Group Company to limitGovernmental Entity or securities exchange or (c) the investigation, disclosure litigation and final disposition of any information claims which may have been or may be made against the requesting party or its Affiliates by a third party in connection with the Business (other than for purposes relating to certain Persons designated as a “clean team” by claims between the Parent (which Persons must be reasonably acceptable parties or any of their respective Affiliates under any Transaction Agreement), other than any such pre-Closing Date records related to the Company). Notwithstanding anything herein Business that (i) are subject to the contrary, no such access or examination shall be permitted to the extent 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 an attorney-client or other legal privilege or attorney work-product which, as reasonably determined by counsel of the party in possession of the records, constitutes a waiver of any such privilege, conflict with any third party confidentiality obligations or (ii) are subject to which any Group Company is bound, or would violate any applicable Lawan obligation of confidentiality; provided, however, that the Group Companies shall reasonably cooperate in good faith order to enable the Parent to have permissible facilitate access to such information in the parties hereto shall use commercially reasonable efforts, including entering into a manner that would not result in loss customary joint defense agreement or common interest agreement where appropriate, to seek to permit disclosure of such privilegeinformation. Notwithstanding the foregoing, conflict with such confidentiality obligations or violation of this Section 5.5 shall not apply to the Law and, in the case of confidentiality obligations to a third party, if requested Tax Returns and other materials covered by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)Section 9.7.

Access to Books and Records. Subject In connection with any matter relating to Section 7.05, from the date hereof until the earlier of the termination of this Agreement and any period prior to the Closing Date, IBH and Purchaser shall, for a period of three (3) years, upon the Company shall provide reasonable request and at the Parent expense of the other, permit the other and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hoursits representatives access, and upon reasonable noticenotice and at reasonable times, to the offices, properties, senior personnel, and all books and records of IBH and Purchaser, to the Group Companies in order for extent that such access is reasonably required by the Parent to have the opportunity to make such investigation as it shall reasonably desire other in connection with (i) the consummation preparation of any required tax returns or financial reports, or (ii) any claim, litigation, audit or investigation or any other proper purpose relating to the transactions contemplated herebyBusiness prior the Closing Date hereof; providedPROVIDED, howeverHOWEVER, that (a) the foregoing shall be done in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall a manner so as to not be permitted to interfere unreasonably with the conduct of the business of any Group Company IBH or Purchaser. During the five (5) year period beginning on the Closing Date, IBH and (b) Purchaser shall not dispose of or permit the Company may elect to limit, or cause any Group Company to limit, disclosure disposal of any information such books and records not required to certain Persons designated as a “clean team” by the Parent be retained under such policies without first giving sixty (which Persons must be reasonably acceptable 60) days' prior written notice to the Company). Notwithstanding anything herein other offering to surrender the same to the contraryother at the other's expense, no such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 and IBH and Purchaser will use their reasonable efforts to secure applicable consents assist the other in identifying those documents related to the conduct of the applicable third party Business. IBH and Purchaser hereby agree in connection with their review of the books and records of the other pursuant to permit such disclosurethis Section 8, in each case, at the Parent’s sole cost and expense. The Parent and the Merger Sub each acknowledges that it is will keep confidential all information obtained by it (and remains bound unrelated to the Business) until such information shall, other than by action of IBH or Purchaser (as the Confidentiality case may be), become publicly known or available; PROVIDED, HOWEVER, that nothing contained herein shall prevent IBH and Non-Disclosure Agreement among Purchaser at any time from furnishing any required information to any governmental authority or agency pursuant to lawful process or from complying with its legal or contractual obligations. To the Parent Guarantorextent such records include confidential patient information, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (all parties shall comply with all laws applicable to the “Confidentiality Agreement”)confidentiality of patient records.

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable (a) access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, 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 the 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 Company 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 hereby; providedby this Agreement and (iii) all requests for such access will be directed to Xxxxxxx Xxxxx, howeverXxxxx Xxxx or such other Person as the Company or the Representative may designate in writing from time to time (the “Designated Contacts”), that (ab) 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 or its Subsidiaries to the board of directors (or equivalent governing body) of the Company and its Subsidiaries during such period and any other written reports or written materials prepared by the Company or its Subsidiaries in exercising access rights under the ordinary course of business and reasonably requested by Parent or Parent’s Representatives. Notwithstanding anything to the contrary in this Agreement, neither the 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) jeopardize any 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 the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and the will not (and will cause Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct 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 any Group Company and (b) the Company may elect or any of its Subsidiaries prior to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable Effective Time regarding matters related to the Company). Notwithstanding anything herein to , its Subsidiaries or the contrary, no such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 transactions contemplated by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosurethis Agreement, in each case, at case without the Parent’s sole cost and expenseprior written consent of the Company or the Representative. The Parent information provided pursuant to this Section 6.02 will be governed by all the terms and the Merger Sub each acknowledges that it is and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesAgreement, dated January 17September 20, 2018 2013, by and 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 Confidentiality 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 contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (2) year period).

Access to Books and Records. Subject to Section 7.05, from From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall will provide the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnelofficers, and all books and records 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 desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (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 designate in writing from time to time (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 Parent’s Representatives if such disclosure would be reasonably likely to (x) jeopardize any 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 the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in 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 consummation transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the transactions contemplated hereby; provided, however, that Company or the Representative (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives which consent shall not be permitted unreasonably withheld, delayed or conditioned). The information provided pursuant to interfere unreasonably with this Section 6.02 will be governed by all the conduct terms and conditions 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 Mutual Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesAgreement, dated January 17June 30, 2018 2014, by and 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 Confidentiality Agreement will survive the termination of this Agreement for the period set forth in the Confidentiality Agreement.

Access to Books and Records. Subject to Section 7.05, from During the date hereof until the earlier of the termination of this Agreement and the Pre-Closing DatePeriod, the Company shall will provide the Parent and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, 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 the 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 (a) such access does not unreasonably interfere with the consummation normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated hereby; providedby this Agreement and (c) all requests for such access will be directed to Xxxxxx Xxxxx, howeverXx. and/or Xxxx XxXxxxxx 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 Agreement, that neither the 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 (ax) in exercising access rights under jeopardize any 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 the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and the will not (and will cause Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct 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 any Group Company and (b) the Company may elect or any of its Subsidiaries prior to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable Effective Time regarding matters related to the Company). Notwithstanding anything herein to , its Subsidiaries or the contrary, no such access or examination shall be permitted to the extent 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 transactions contemplated by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosurethis Agreement, in each case, at case without the Parent’s sole cost and expenseprior written consent of the Company. The Parent information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Merger Sub each acknowledges that it is and remains bound by the Mutual Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesAgreement, dated January 17July 21, 2018 2014, by and 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 Confidentiality 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 contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (2) year period).

Access to Books and Records. Subject to Section 7.05, (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 Dateother transactions contemplated hereby, the Company shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, advance written notice and in accordance with the procedures established by Seller. Purchaser further agrees that any permitted investigation undertaken by Purchaser pursuant to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights granted under this Section 6.02, the Parent and the 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 Seller’s designated personnel. All of the books, records and other information to which Purchaser or any Group Company and (bof its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the Company may elect terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing or anything to limitthe contrary in this Agreement, Seller shall not be required to provide access to or cause any Group Company disclose to limit, disclosure of Purchaser or its Representatives any information if: (i) Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or 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 certain Persons designated as the sale process with respect to the Business or the possible sale of the Business to any other third parties prior to the date hereof; provided, further, that if disclosure is restricted pursuant to the foregoing, Seller shall, to the extent 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 its Representatives under this Agreement unless and until such Person has signed a “clean team” by the Parent (which Persons must be customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to the Company)such auditors or independent accountants. 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).57

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and Sellers, the Merger Sub Representative and their respective authorized Representatives (the “Parent’s Representatives”) agents with reasonable access access, during normal business hours, and upon reasonable advance notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in order for Company and its Subsidiaries with respect to periods or occurrences prior to the Parent Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to have employees, officers, advisors, accountants, offices and properties of the opportunity to make 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 transactions contemplated hereby; provided, however, that Company or any of its Subsidiaries and (aii) in exercising access rights under this Section 6.02nothing herein shall require the Purchaser, the Parent and the Parent’s Representatives shall not be permitted Company or any of its Subsidiaries to interfere unreasonably with the conduct of the business of any Group Company and (b) the Company may elect to limitprovide access to, or cause to disclose any Group Company to limitinformation 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 certain Persons designated as 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 HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Purchaser or any of its Affiliates is a “clean team” party. Unless otherwise consented to in writing by the Parent (which Persons must be reasonably acceptable Representative, neither the Purchaser nor the Company shall, and 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)Closing Date without first offering to surrender to the Representative such books and records or any portion thereof that the Purchaser or the Company or any of its Subsidiaries may intend to destroy, alter or dispose of. Notwithstanding anything herein expressed or implied in this Agreement to the contrary, no such access or examination neither the Purchaser nor any of its Affiliates shall be permitted required to (I) disclose to any Person, any Tax information or Tax Return that does not relate directly or indirectly to the extent that it would require Company, any Group Company to disclose information which it has reasonably determined upon the advice of counsel could result its Subsidiaries in the loss existence as of Closing or any of the ability to successfully assert attorney-client privilege Blocker Corps or attorney work-product privilege(II) provide any information regarding the Company, conflict with any third party confidentiality obligations to which of its Subsidiaries or any Group Company is boundof the Blocker Corps in any format other than as then exists, or would violate otherwise to manipulate or reconfigure any applicable Law; provideddata regarding the Company’s, that the 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 any of such privilege, conflict with such confidentiality obligations its Subsidiaries’ or violation any of the Law andBlocker Corps’ business, in the case of confidentiality obligations to a third partyassets, if requested by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)financial performance or condition or operations.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct affairs 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawits Subsidiaries; provided, that such access does not unreasonably interfere with the 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 normal operations of the Law andCompany; provided, in further, that all requests for access shall be directed to Xxxxxx Xxxxxxx & Co. LLC or Xxxxxxxx Inc. (as representative for the case Company) or such other person(s) as the Company may designate from time to time; and provided, further, that such access shall not extend to any sampling or analysis of confidentiality obligations soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a third party“Phase II” environmental investigation. In furtherance of the foregoing, if requested by the ParentCompany shall, and shall use commercially reasonable efforts to secure applicable consents 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 applicable third party Company and its Subsidiaries), to permit prepare audited financial statements of the Company and its Subsidiaries, on a consolidated basis. Neither the Company nor any of the Members or Optionholders nor the Representative makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, and neither the Purchaser nor the Merger Sub may rely on the accuracy of any such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Company expressly and specifically set forth in Article V or the Company Closing Certificate, as qualified by the Disclosure Schedules. The Parent information provided pursuant to this Section 7.02 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation to make of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct affairs of the business Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any Group Company and (b) employee of 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawits Subsidiaries; provided, that such access does not unreasonably interfere with the Group Companies normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall reasonably cooperate in good faith be directed to enable Xxxxx Xxxxxx or Xxxx XxXxxxx (as representatives for the Parent Company) or such other person(s) as they may designate from time to have permissible time (each such person, an "Authorized Representative"); and provided, further, that such access shall not extend to 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 Company shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that would does not result in loss of waive or violate such privilege). Neither the Company, conflict with such confidentiality obligations or violation the Representative nor any of the Law andSellers makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, in and the case Purchaser may not rely on the accuracy of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit any such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Sellers and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The Parent information provided pursuant to this Section 7.02 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, (1) For a period of seven (7) years from the date hereof until the earlier of the termination of this Agreement and the Closing DateDate or for such longer period as may be required by applicable Law, the Company shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hoursPurchaser Parties will, and upon reasonable noticewill cause the Purchased Entities to, to the offices, properties, senior personnel, and retain all original books and records of relating to the Group Companies in order for Purchased Entities existing on the Parent to 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 transactions contemplated hereby; providedPurchased Entities, however, that provided that: (a) in exercising access rights the Vendor Parties provide the Purchaser with reasonable notice of any request under this Section 6.0211.1(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, 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 Parent and the Parent’s Representatives 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 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 Purchased Entities. The Purchaser has the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent right to have permissible access to its Representatives present during any 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)inspection.

Access to Books and Records. Subject to Section 7.056.05, 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 the Parent and the Merger Sub and their respective Parent and Merger Sub’s authorized Representatives representatives (the “Parent’s Representatives”) with reasonable full access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the 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 the 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert 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, bound or would violate any applicable Law; providedLaw(provided, that the Group Companies Company shall, or 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 privilegecause its Subsidiary to, 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 commercially reasonable efforts to secure applicable consents of cause the applicable third party to permit such 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 each case, at the Parent’s sole cost and expenseSection 8.01(a). The Parent and the Merger Sub each acknowledges that it Parent is and remains bound by the Confidentiality Agreement between Parent and Non-Disclosure Agreement among the Parent GuarantorCompany dated April 18, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2014 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent Purchaser and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access 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, senior personnelbooks, records, Contracts, financial and all books operating data and records other information and documents of the Group Companies Company and the Company Subsidiaries in order for the Parent 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 Company 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 herebyhereby 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 contrary in 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 (a) violate any Law, (b) compromise or constitute a waiver of any attorney-client or other privilege of the Company or the Company Subsidiary or (c) violate any covenant, agreement or obligation of the Company or any Company Subsidiary under a contract entered into prior to the date of this Agreement; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the 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 limitor the Company Subsidiary is so restricted, they shall promptly notify Purchaser that information or cause any Group Company to limit, disclosure of any records are being withheld and provide Purchaser with as much information to certain Persons designated as a “clean team” by the 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 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 attorney work-product privilege, conflict possible with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access respect 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)records.

Access to Books and Records. Subject to Section 7.056.06, 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 Merger Sub and their respective authorized Representatives Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the 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 the 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the Group Companies shall reasonably cooperate conditions to Closing set forth 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseSection 7.01(a). The Parent and the Merger Sub each acknowledges that it the Parent is and remains bound by the Confidentiality Agreement between Par Pharmaceutical, Inc. and Non-Disclosure Agreement among the Parent GuarantorCompany dated November 6, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2013 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and the Merger Sub MergerSub and their respective authorized Representatives (the “Parent’s Representatives”) , upon reasonable notice, with reasonable access during normal business hours, and upon reasonable notice, hours to the offices, properties, senior personnel, 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 the 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 transactions contemplated herebyBusiness, affairs and properties of the Company or any of its Subsidiaries; provided, however, that (a) in exercising access rights under this Section 6.02the activities of Parent, the MergerSub and Parent and the ParentMergerSub’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 the Company and its Subsidiaries; and (b) the Company furnish to Parent, MergerSub and their respective Representatives such additional information as Parent, MergerSub and their respective Representatives may elect reasonably request from time-to-time Except as otherwise agreed to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to Company, and notwithstanding the Company). Notwithstanding anything herein to termination of this Agreement, the contrary, no such access or examination shall be permitted to the extent 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 terms and provisions of the ability to successfully assert attorney-client privilege or attorney work-product privilegeConfidentiality Agreement, conflict with any third party confidentiality obligations to which any Group Company is bounddated as of April 19, or would violate any applicable Law; provided2013, that the 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expense. The between 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 parties, dated January 17, 2018 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 4.2 or information provided, made available or delivered to Parent, MergerSub or any of Parent or MergerSub’s authorized Representatives pursuant to this Section 4.2 shall affect any representations, warranties, covenants, conditions, remedies or rights of the Parties hereto contained in this Agreement.

Access to Books and Records. Subject to Section 7.05, from (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 the Parent Sellers and the Merger Sub and their respective authorized Transferred Entities to, afford to Representatives (the “Parent’s Representatives”) with of Purchaser reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 the 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 Transactions contemplated hereby; provided, however, that (a) in exercising such access rights under this Section 6.02, the Parent and the 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” by the Phase II) at any of Parent’s or its Subsidiaries’ properties or facilities; and (d) nothing herein shall require Parent (which Persons must be reasonably acceptable and its Subsidiaries to the Company). Notwithstanding anything herein provide access to, or to the contrarydisclose any information to, no Purchaser if such access or examination shall disclosure would be permitted 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, the Sellers, the Transferred Entities or the Business, (iv) disclose information unrelated to the extent that it would require any Group Company Business (including communications between Parent and the Transferred Entities related to disclose information which it has reasonably determined upon the advice negotiation of counsel could result in this Agreement and the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is boundTransactions), or would violate (v) if Parent or any applicable Lawof 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 that, in the Group Companies cases of clauses (i) or (ii), Parent shall reasonably cooperate in good faith and shall cause its Affiliates to, (x) notify Purchaser of the reason such information cannot be disclosed and (y) use reasonable best efforts to enable the Parent to have permissible access to provide such information in a manner that would does not result in loss jeopardize such privilege or confidentiality. Until the Closing, all information and documents provided pursuant to this Section 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 direct its Representatives to continue to abide by, the terms 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.056.06, 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 Merger Sub and their respective authorized Representatives Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.025.02, the Parent and the 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 reasonably elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the 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 which it has reasonably determined upon the advice of counsel could result in the loss of the ability subject to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided. Notwithstanding anything contained herein to the contrary, that 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). The Parent shall indemnify and hold harmless the Group Companies shall reasonably cooperate in good faith from and against any losses that may be incurred by any of them arising out of or related 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseuse, storage or handling of any personally identifiable information relating to employees, patients, providers or customers of any Group Company. The Parent and the Merger Sub each acknowledges that it the Parent Guarantor is and remains bound by the Confidentiality and Non-Disclosure Agreement among between the Parent GuarantorGuarantor and the Company dated February 3, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2016 (the “Confidentiality Agreement”).

Access to Books and Records. Subject (a) From and after the Closing, the Buyer Parties shall cause the Meritas Companies to Section 7.05provide the Sellers’ Representative with reasonable access (for the purpose of examining and copying), from during normal business hours and under reasonable supervision by the date hereof until Buyer Parties or their respective Representatives, to the earlier 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 the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hoursdestroy, and upon reasonable notice, to the offices, properties, senior personnel, and all alter or otherwise dispose of any books and records of the Group Meritas Companies relating to pre-Closing periods, or any portions thereof, without first giving reasonable prior notice to the Sellers’ Representative and offering to surrender to the Sellers’ Representative such books and records or such portions thereof. Notwithstanding anything to the contrary 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 contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02Agreement, the Parent Buyer Parties and the Parent’s Representatives Meritas Companies 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 disclose any information to certain Persons designated as a “clean team” by the Parent Sellers’ Representative if such disclosure would reasonably be expected to: (which Persons must be reasonably acceptable i) cause significant competitive harm to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require its businesses; (ii) jeopardize 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 attorney work-product other privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, ; or would violate (iii) contravene any applicable Law; , fiduciary duty or binding agreement entered into prior to the date of this Agreement (provided, that the Group Companies Buyer shall reasonably cooperate in good faith to enable notify the Parent to have permissible access to Sellers’ Representative if any such information in is being withheld as a manner that would not result in loss of any such harm or obligation of privilege, conflict with such confidentiality obligations Law, fiduciary duty or violation of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall use reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”agreement).

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and the Merger Sub and their respective its authorized Representatives (the “Parent’s Representatives”) representatives with reasonable access during normal business hours, at all reasonable times and upon reasonable notice, advance notice to the offices, properties, senior personnelbooks and records, and all books and records senior management employees 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 in connection with the consummation to make of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct affairs 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Lawits Subsidiaries; provided, that such access is permissible under applicable Law (after taking into account any applicable COVID-19 Measures), does not jeopardize the Group Companies 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 reasonably cooperate in good faith be directed to enable Xxxxx XxXxxxxxx (as representatives for the Parent Company) or such other person(s) as they may designate from time to have permissible time (each such person, an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) environmental sampling or testing or invasive or subsurface investigation, (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 shall use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that would does not result in loss of waive or violate such privilege). Neither the Company nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.02, 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 and neither Parent, shall use reasonable efforts to secure applicable consents Purchaser, Merger Sub nor any other Person may rely on the accuracy of the applicable third party to permit any such disclosureinformation, in each case, at other than to the Parent’s sole cost extent expressly provided in the representations and expensewarranties of Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Schedules, or the certificates pursuant to Sections 3.01(d) and 3.01(e) of this Agreement. The Parent information provided pursuant to this Section 7.02 will be used solely for the purpose of effecting the transactions contemplated hereby and will be governed by all the Merger Sub each acknowledges that it is terms and remains bound by conditions of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject Notwithstanding anything to the contrary in Section 7.058.07, from the date hereof until the earlier of the termination of this Agreement and the Closing DateEffective Time, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, at the Purchaser’s expense, to the offices, properties, senior personnelexecutives, and all employees, contracts, 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 the Parent 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 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 the transactions contemplated herebyby 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 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 which the Company or any of its Subsidiaries is a party; provided, howeverfurther, that (a) in exercising access rights under this Section 6.02, the Parent and Company shall promptly notify the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct Purchaser of the business of fact that it is withholding 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination information and thereafter shall cooperate with the Purchaser and use commercially reasonable efforts to cause such access or information to be permitted provided to the extent that it would require any Group Company to disclose information which it has reasonably determined upon Purchaser and the advice of counsel could result in the loss of the ability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information 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 loss any such waiver of legal privilege (including by entering into a common interest or joint defense agreement) or violate any such privilege, conflict with Law or the provisions of any 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 reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at the Parent’s sole cost and expenseagreement. The Parent and the Merger Sub each Purchaser acknowledges that it the Purchaser is and remains bound by the Confidentiality Agreement, between the Purchaser and Non-Disclosure Agreement among the Parent GuarantorCompany dated March 9, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2015 (the “Confidentiality Agreement”).. The access and information provided pursuant to this Section 7.02 shall not (i) limit or otherwise affect any rights or remedies 45 available to the Purchaser or (ii) be deemed to amend or supplement the Disclosure Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. 7.03

Access to Books and Records. (a) Subject to Section 7.059.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “Parent’s "Purchaser's Representatives”") with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection 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 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 the transactions contemplated hereby; providedby this Agreement, howeverand (c) nothing herein shall require the Company to provide access to, that (a) in exercising access rights under this Section 6.02or to disclose any information to, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct Purchaser or any 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no Purchaser's Representatives if such access or examination shall disclosure would reasonably be permitted expected to (i) cause significant competitive harm to the extent that it would require Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive 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 attorney work-product legal privilege, conflict with or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any third party confidentiality obligations agreement to which the Company or any Group of its Subsidiaries is a party. For the avoidance of doubt, the Company is bound, or would violate any applicable Law; provided, that the 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 will use commercially reasonable efforts to secure applicable consents provide the Purchaser when required to be provided to the "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 applicable third party monthly, quarterly and annual periods ending after December 31, 2014 and prior to permit such disclosure, in each case, at the Parent’s sole cost and expensefifteen (15) days prior to Closing. The Parent and the Merger Sub each Purchaser acknowledges that it 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 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 Non-Disclosure affairs of the Company or any Seller, pursuant to this Section 8.02 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the Purchaser's obligation to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Confidentiality Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”)shall terminate at Closing.

Access to Books and Records. Subject to Section 7.057.08, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnel, and all books and records of the Group Companies Company and its Subsidiaries in order for the Parent 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 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 the transactions contemplated hereby; providedby this Agreement and (c) nothing herein shall require the Company to provide access to, however, that (a) in exercising access rights under this Section 6.02or to disclose any information to, the Parent and the 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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no Purchaser if such access or examination shall disclosure would be permitted reasonably likely to (i) cause significant competitive harm to the extent that it would require Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive 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 legal privilege or attorney work-product privilege, conflict with (iii) be in violation of applicable Law (including the HSR Act) or the provisions of any third party confidentiality obligations agreement to which the Company or any Group Company of its Subsidiaries is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 Purchaser acknowledges that it Purchaser is and remains bound by that certain confidentiality agreement, between the Confidentiality Purchaser and Non-Disclosure Agreement among the Parent GuarantorCompany dated April 6, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 2015 (the “Confidentiality Agreement”). The provision of any information pursuant to this Section 6.02 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 Section 6.02 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.

Access to Books and Records. Subject to Section 7.05, from 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 the Parent and the Buyer, Merger Sub and Sub, or their respective authorized Representatives (the “Parent’s Representatives”) Affiliates and Advisors with reasonable access access, during normal business hours, hours and upon reasonable advanced notice, to the officesfacilities, assets, properties, financial information, senior personnelmanagement-level employees, and all 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, (b) such access shall occur in order for such a manner as the Parent 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 contemplated hereby; providedby this Agreement, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company 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 certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contraryto, no Buyer or any of its representatives if such access or examination shall be permitted to disclosure would (y) jeopardize the extent 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 attorney work-product privilegeother legal immunity or protection from disclosure of Buyer, conflict with any third party confidentiality obligations to which any Group Company is boundthe Surviving Corporation or their Subsidiaries, or would violate (z) contravene any applicable Law; provided, that Law or other contractual obligation of confidentiality. The Company does not make any representation or warranty as to the 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 accuracy of such privilege, conflict with such confidentiality obligations or violation of the Law and, in the case of confidentiality obligations to a third partyany information, if requested by any, provided pursuant to this Section 5.02, and Buyer and Merger Sub may not rely on the Parent, shall use reasonable efforts to secure applicable consents accuracy of the applicable third party to permit any such disclosureinformation, in each case, at other than the Parent’s sole cost representations and expensewarranties of the Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The Parent information provided pursuant to this Section 5.02 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 the contrary set forth in this Agreement or in the Confidentiality Agreement, Buyer, its Subsidiaries and their respective Representatives may disclose information of the Company and its Subsidiaries to the Financing Sources and the Merger Sub each acknowledges that it is Financing Source Related Parties without any further consent of the Company or its Affiliates subject to the confidentiality and remains bound by use terms of the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. (a) Subject to Section 7.056.24(b)(ii), from after the date hereof until the earlier of the termination of this Agreement until the Closing, and subject to the requirements of applicable Laws, Parent shall, and shall cause the Sellers and Transferred Entities to, afford to Representatives of Purchaser reasonable access to the books and records, personnel and properties of the Business and the Closing DateTransferred Entities, under the Company shall provide supervision of the personnel of Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access or its Subsidiaries, during normal business hourshours consistent with applicable Law and in accordance with the reasonable procedures established by Parent, and upon reasonable noticein each case, to the offices, properties, senior personnel, and all books and records as is reasonably requested by Purchaser or its Representatives (including for purposes 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 integration planning following the consummation of the transactions contemplated herebyby this Agreement); providedprovided that Parent, howeverthe Sellers and the Transferred Entities shall not be required to make available medical records, that workers compensation records, the 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. Notwithstanding anything to the contrary contained in this Section 6.1(a), the Parent, Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (a) in exercising access rights under this Section 6.02that may constitute privileged attorney-client communications or attorney work product, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company and (b) that is of a competitively sensitive nature or (c) if the Company may elect to limit, or cause any Group Company to limit, disclosure provision of any information to certain Persons designated as a “clean team” by the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 privilegedocument (or portion thereof) or information, conflict with such confidentiality obligations or violation of the Law and, in the case of confidentiality obligations to a third party, if requested as determined by the Parent, shall use reasonable efforts any Seller or any Transferred Entity in good faith, could reasonably be expected to secure conflict with applicable consents of the applicable third party to permit such disclosureLaws (it being understood and agreed that, in each case, at the Parent’s sole cost and expense. The Parent , Sellers and the Merger Sub each acknowledges that it is Transferred Entities will use their reasonable best efforts to provide alternative means of disclosing such information to the extent reasonably practicable). All information and remains bound by documents provided pursuant to this Section 6.1(a) will be subject to the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.05, 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 books and records of the Parent and the Merger Sub and their respective authorized Representatives Business (the “Parent’s Representatives”) other than with reasonable access respect 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 officesTransferred Entities) or (ii) medical records, propertiesworkers’ compensation records, senior 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, further, that 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, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of Parent’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 all 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 the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, pertinent to any adverse Action between the Parent and its Affiliates, on the one 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’s , the Transferred Entities or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Purchaser and its Representatives shall not be permitted to interfere unreasonably with conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including 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 the 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 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 attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the 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 reasonable efforts to 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”)Business Leased Real Property.

Access to Books and Records. Subject to Section 7.05, from (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 the Parent and the Merger Sub its authorized representatives (including Parent’s independent public accountants and their respective authorized Representatives attorneys) (the “Parent’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, prior notice to the offices, properties, senior personnelofficers, and all books and records and personnel 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 in connection desires to make of the affairs of the Company and its Subsidiaries; provided that (i) such access does not interfere with the consummation normal business operations of the transactions contemplated hereby; providedCompany and its Subsidiaries and is in accordance with procedures established by the Company, however, (ii) such access occurs in such a manner that fully protects the confidentiality of the Transactions and (aiii) in exercising all requests for such access rights under this Section 6.02will be directed to the Chief Executive Officer, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company and (b) Chief Financial Officer or such other Person as the Company or the Securityholder Representative may elect designate in writing from time to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a time (the “clean team” by the Parent (which Persons must be reasonably acceptable to the CompanyDesignated Contacts”). Notwithstanding anything herein to the contrarycontrary in this Section 6.02(a), no such access the foregoing shall not require (A) the Company or examination shall be permitted to the extent that it would require any Group Company its Subsidiaries to disclose any information which it has or documents, or provide any access, to Parent or Parent’s Representatives if such disclosure or provision of access would be reasonably determined upon the advice of counsel could result in the loss of the ability likely to successfully assert (1) jeopardize any attorney-client privilege, attorney work product protection or other legal privilege or attorney work-product privilege(2) contravene any confidentiality obligation, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, fiduciary duty or agreement (provided that the Group Companies Company shall reasonably cooperate in good faith to enable provide substantially the information Parent to have permissible access to requests in such information in a manner that would so as not result in loss of such privilegeto waive any legal privilege or contravene any applicable Law, conflict with such confidentiality obligations fiduciary duty or violation agreement), (B) any invasive or intrusive environmental subsurface investigations, sampling or testing without the consent of the Law andCompany 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 transactions comparable to the Transactions or any information or analysis relating to any such communications or (y) financial or operating data or other information that has not previously been prepared by the Company or its Affiliates, or that is not otherwise prepared in the case ordinary course of confidentiality obligations business. Any information disclosed pursuant to a third party, if requested by this Section 6.02 will be subject to the Parent, shall use reasonable efforts to secure applicable consents provisions 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 parties, dated January 17, 2018 (the “Confidentiality Agreement”).

Access to Books and Records. Subject to Section 7.058.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent Purchaser and the Merger Sub and their respective its authorized Representatives representatives (the “ParentPurchaser’s Representatives”) with reasonable access during normal business hours, hours and upon reasonable notice, notice to the offices, properties, senior personnelSenior Personnel, any employee who is a party to any Ancillary Agreement, any Specified Employee (during the Specified Period only), any Accepting Specified Employee, 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 the Parent Purchaser to have the opportunity to make such investigation as it shall reasonably desire in connection 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 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 of 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 hereby; providedby this Agreement, howeverand (d) nothing herein shall require the Company to provide access to, that (a) in exercising access rights under this Section 6.02or to disclose any information to, the Parent and Purchaser or any of the ParentPurchaser’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 the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no if such access or examination shall disclosure would reasonably be permitted expected to (i) cause significant competitive harm to the extent that it would require Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive 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 attorney work-product legal privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any (iii) be in violation of applicable Law; provided, Law (including the HSR Act and other antitrust Laws). The Purchaser acknowledges that the 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 reasonable efforts to 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 Purchaser is and remains bound by the that certain Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other partiesAgreement, dated January 17as of September 13, 2018 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 7.02 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.