Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that (a) From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice it shall (prior notice, the Company shall, and shall cause its each of the Company Subsidiaries to) to afford to Parent and its Parent’s Representatives reasonable access, access during normal business hours to the Company or the Company Subsidiaries’ officers, properties, Contracts, books and records. The Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning the business, properties and personnel of the Company and the Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the earlier of the Effective Time and or the date earlier termination of this Agreement is terminated pursuant in accordance with its terms, upon reasonable prior notice, Parent shall, and shall cause each of the Parent Subsidiaries to Article VII, afford to such information regarding the Company and its Subsidiaries as may reasonably be requested by the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, properties, Contracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and shall cause its executive officers and other relevant personnel to be reasonably available to the Parent to respond to reasonable questions regarding such information or the Business generally; providedSubsidiaries, howeverin each case, that as the Company may restrict reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing access and assistance to the extent thatprovisions of this Section 6.7(a), in the reasonable judgment of the Company, (a) any applicable Law requires the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to restrict to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or prohibit access to impair in any such properties material respect the business or informationoperations of the Disclosing Party or any of its Subsidiaries, (bB) the information is subject constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party that would (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be breached by such disclosurereasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (cF) disclosure of any such information or document could result in the loss a waiver of attorney-client privilege; provided further, however, that with respect work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this clause (c), if requested by ParentSection 6.7 or anything to the contrary in Section 6.15, the Company will enter into joint defense agreements or other arrangements Disclosing Party, after consultation with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any may reasonably designate competitively sensitive information and documents as “Outside Counsel Only Information,” and such information and documents shall only be provided to Parent and/or Merger Sub pursuant the outside legal counsel of the other Party, or subject to this Section 5.03 shall be such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict Clean Team Agreement or additional confidentiality or joint defense agreement between the terms of this Section 5.03 (other than clause (c) above) Company and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoParent.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable accessSubject to applicable law, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent shall afford to Parent, Merger Sub and shall cause its executive officers their financing sources and their respective accountants, counsel, financial advisors and other relevant personnel representatives (the "Parent Representatives") reasonable access during normal business hours upon reasonable notice throughout the period prior to be reasonably available the Effective Time to Parent to respond to reasonable questions regarding their respective properties, books, contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel as Parent or the Business generallyMerger Sub shall reasonably request; provided, however, that such investigation shall not unreasonably disrupt the Company's operations. All nonpublic information provided to, or obtained by, Parent, Merger Sub or any such financing source in connection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the Confidentiality Agreement dated February 19, 2003 between Parent and the Company may restrict (the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the "Confidentiality Agreement"), the terms of which shall continue in force until the Effective Time; provided that Parent, Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals. Notwithstanding the foregoing, the Company shall not be required to applyprovide any information which it reasonably believes it may not provide to Parent by reason of applicable law, except as rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties; provided that, with respect to any such information, the Company shall, or shall cause the relevant Subsidiary to, provide the maximum amount of that information (or shall endeavor to otherwise agreed by convey that information in a manner) that is consistent with the Companyapplicable law, notwithstanding termination rule or regulation, the maintenance of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and that privilege or the terms of the Confidentiality Agreementrelevant contract, the terms of the Confidentiality Agreement shall controlas applicable. No review of information investigation pursuant to this Agreement will Section 5.04(a) shall affect or be deemed to modify any of the representations representation or warranties of the parties hereto contained warranty in this Agreement of any party hereto or the conditions hereunder any condition to the obligations of the parties hereto. Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such parties) may disclose to any and all persons, without limitation of any kind, the U.S. "tax treatment" or "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analysis, but without disclosure of identifying information or, except to the extent relating to such U.S. "tax treatment" or "tax structure," any non-public commercial or financial information) that are provided to such parties relating to such U.S. "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that such disclosure may not be made until the earlier of (x) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (y) the date of the public announcement of the transactions contemplated by this Agreement, or (z) the date of execution of this Agreement. Moreover, notwithstanding anything herein to the contrary, there shall be no limitation on any party's ability to consult any tax adviser, whether or not independent from the parties, regarding the U.S. "tax treatment" or "tax structure" of the transactions contemplated by this Agreement. The intent of this provision is that the transactions contemplated by the Agreement are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulation section 1.6011-4(b)(3) and shall be construed in a manner consistent with such purpose.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (Subject to applicable Law and shall cause its Subsidiaries to) afford Parent any applicable Judgment, between the date of this Agreement and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIISection 8.01, upon reasonable notice, the Company shall, and shall cause the Company Subsidiaries to, afford to such information regarding Parent and Parent’s Representatives and Debt Financing Sources reasonable access during normal business hours to the officers, employees, agents, properties, books, Contracts and records of the Company and its the Company Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement or any similar transaction with a third party or, except as may reasonably be requested by Parent expressly provided in Section 5.02, to any Company Takeover Proposal) and the Company shall, and shall cause its executive officers and other relevant personnel to be reasonably available the Company Subsidiaries to, furnish promptly to Parent to respond to reasonable questions regarding and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or the Business generally; provided, however, that operations of the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilegeSubsidiaries; provided further, however, that with respect to this clause (c), if requested by Parent, neither the Company will enter into joint defense agreements nor any Company Subsidiary shall be obligated to provide such access or other arrangements with Parent to allow such disclosure, but only information if the Company determines, with the advice of its outside legal counsel, but in its sole discretionreasonable judgment, that doing so doing will fully preserve is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege; provided further, howeverattorney work product protection or other legal privilege held by the Company. In any such event, the Company shall, and shall cause the Company Subsidiaries to, use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that any would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests for information provided to Parent and/or Merger Sub made pursuant to this Section 5.03 6.02 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the letter agreement dated as of October 10, 2019, by and among the Company and Macquarie Infrastructure and Real Assets, Inc. (the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable accessSubject to applicable Laws relating to the exchange of information, during normal business hours from the date hereof until the earlier of the Effective Time and or the date on which this Agreement is terminated pursuant to Article VIISection 7.1, the Company shall afford to Parent and its Representatives reasonable access (at Parent’s sole cost and expense) during normal business hours and upon reasonable advance notice to the Company’s properties (but excluding for the conduct of Phase II environmental assessments or testing), employees, books, Contracts and records and the Company shall furnish as promptly as reasonably practicable to Parent such information regarding concerning its business, properties, contracts, assets and liabilities of the Company as Parent may reasonably request (other than any publicly available document filed by the Company and its Subsidiaries as may reasonably be requested by pursuant to the requirements of federal or state securities Laws); provided that Parent and its Representatives shall cause conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company and its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information Subsidiaries or the Business generallyCompany Joint Ventures; provided, howeverfurther, (i) that the Company may restrict the foregoing shall not be obligated to provide such access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretionreasonable judgment, that doing so doing will fully preserve would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client privilege; provided further, however, that any or expose such party to risk of liability for disclosure of sensitive or personal information provided to Parent and/or Merger Sub pursuant to this Section 5.03 and (ii) the conduct of such activities shall be subject to the Confidentiality Agreementrights and obligations of the Company referred to in the final proviso of the final sentence of Section 5.4(c) hereof. Until the Effective Time, the terms of which shall continue information provided will be subject to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the confidentiality agreement, dated as of May 31, 2017 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), and, without limiting the terms generality of the Confidentiality Agreement foregoing, Parent and Company shall control. No review of not, and Parent and Company shall cause their respective Representatives not to, use such information pursuant for any purpose unrelated to this Agreement will affect any the consummation of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoTransactions.

Access to Information; Confidentiality. The Company agrees that (a) Subject to applicable Law, upon reasonable notice it notice, the Partnership shall (afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Partnership’s officers, employees, agents, properties, books, Contracts and records and the Partnership shall cause furnish promptly to Parent and Parent’s Representatives such information concerning its Subsidiaries to) afford business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives reasonable access, during normal shall conduct any such activities in such a manner as not to interfere unreasonably with the business hours until the earlier or operations of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyPartnership; provided, further, however, that the Company may restrict Partnership shall not be obligated to provide such access or information if the foregoing Partnership determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege or other legal privilege or expose the Partnership to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Partnership does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and assistance shall use its reasonable best efforts to communicate, to the extent thatfeasible, the applicable information in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party way that would be breached by not violate the applicable Law, Contract or obligation or risk waiver of such disclosure, or (c) disclosure of any such privilege. All requests for information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub made pursuant to this Section 5.03 5.08 shall be directed to the Person designated by the Partnership. Until the Effective Time, the information provided will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the confidentiality agreement dated as of November 5, 2020, by and between the GP Parent and a Parent Subsidiary (as may in the future be amended from time to time, the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company agrees that upon shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable notice it shall access (including for the purpose of coordinating integration activities and shall cause its Subsidiaries to) afford Parent transition planning with the employees of the Company and its Representatives reasonable access, Subsidiaries) during normal business hours until and upon reasonable prior notice to the earlier of Company during the period prior to the Effective Time and or the date termination of this Agreement is terminated pursuant to Article VIIall its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records, but only to the extent that such information regarding access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries Subsidiaries, and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (b) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access and assistance or furnish such copies or other information to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that doing so would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; privilege (provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent shall use its reasonable best efforts to allow for such disclosure, but only if the Company determines, with the advice access or disclosure in a manner that does not result in a loss of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of December 7, however2005 between Parent and the Company (as it may be amended from time to time, that any the “Confidentiality Agreement”), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement, the terms of which . The Confidentiality Agreement shall continue to apply, except as otherwise agreed by the Company, notwithstanding survive any termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and Notwithstanding the terms of the Confidentiality Agreement, Parent and the terms Company agree that until the earlier of the Confidentiality consummation of this Agreement or the six month anniversary of the date of the termination of this Agreement, as applicable, each party and its respective Subsidiaries shall controlnot, without the other party’s prior written consent, directly or indirectly solicit for employment (other than through advertising in newspapers or periodicals of general circulation or recruiters’ searches, in each case not specifically directed at the other party’s employees) any executive officer of the other party or any other person currently employed by the other party or any of its Subsidiaries with whom it has contact or who is identified to such party in connection with discussions between the parties in connection with entering into this Agreement. No review of investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The (a) Subject to applicable Law, the Company agrees that upon reasonable notice it shall (shall, and shall cause its each of the Company Subsidiaries to) , afford to Parent and its to Parent’s Representatives reasonable access, upon reasonable advance notice, during normal business hours the period from the date of this Agreement until the earlier of the Effective Time and the date or termination of this Agreement is terminated pursuant to Article VIIin accordance with its terms, to all their respective properties, books, contracts, commitments, personnel and records and, during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers and other relevant personnel to be reasonably available each of the Company Subsidiaries to, furnish promptly to Parent to respond to reasonable questions regarding such all information or concerning its business, properties and personnel as Parent may reasonably request in connection with this Agreement and the Business generallytransactions contemplated hereby, including for purposes of any business planning (including for post-Closing periods) and integration; provided, however, that the Company may restrict (i) shall not be required to afford such access if it would unreasonably disrupt the foregoing access and assistance to the extent that, in the reasonable judgment operations of the Company, (aii) may withhold any applicable Law requires document or information the disclosure of which would cause a violation of any agreement to which the Company or such Company Subsidiary is a party (provided that the Company shall use its Subsidiaries reasonable best efforts to restrict or prohibit access to any obtain the required consent of such properties or information, (b) the information is subject to confidentiality obligations to a third party to such access or disclosure) and (iii) may withhold any document or information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be breached by such disclosure, or (c) disclosure of any such information or document could result in the reasonably likely to risk a loss of attorney-client legal privilege; provided further, however, that with respect ). If any material is withheld by the Company pursuant to this clause (c), if requested by Parentthe immediately preceding sentence, the Company will enter into joint defense agreements shall, to the extent possible without violating an agreement or other arrangements with risking a loss of legal privilege, inform Parent as to allow such disclosure, but only if the Company determines, with the advice general nature of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any what is being withheld. All information provided to Parent and/or Merger Sub exchanged pursuant to this Section 5.03 6.02(a) shall be subject to the confidentiality agreement dated August 29, 2013 between Parent and the Company (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that (a) Subject to Section 5.2(b) and applicable Laws, upon reasonable notice it Notice, Crestwood shall (and shall cause its Subsidiaries Newco, Newco Service Company and the Contributed Entities to) afford Parent to CEGPS and its Representatives Affiliates and its and their officers, employees, counsel, accountants and other authorized representatives and advisors reasonable access, during normal business hours from the Execution Date until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VIIApplicable Closing Date, to such information regarding the Company properties, books, Contracts and its Subsidiaries records of Newco Service Company, the Initial Contributed Entities or Crestwood Pipeline East, as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyapplicable; provided, howeverfurther, that the Company may restrict the foregoing access CEGPS and assistance its Affiliates shall not prior to the extent thatInitial Closing (i) initiate contact with clients, customers, or suppliers of the Contributed Entities for the purpose of discussing the transactions contemplated hereby without the prior written consent of Crestwood (which consent shall not be unreasonably withheld, conditioned, or delayed) or (ii) perform invasive or subsurface investigations of the real property owned or occupied by the Contributed Entities. Crestwood shall have a right to have a representative present at all times of any inspections, interviews and examinations conducted at or in the reasonable judgment offices or other facilities or properties of the CompanyContributed Entities. To the fullest extent permitted by Law, (a) neither Crestwood nor any applicable Law requires the Company of its Affiliates shall be responsible or liable to CEGPS or any of its Subsidiaries to restrict Affiliates for injuries sustained by its or prohibit access to any such properties or informationtheir officers, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureemployees, or (c) disclosure of any such information or document could result counsel, accountants and other representatives and advisors in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, connection with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; access provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 5.2(a), and Crestwood and its Affiliates shall be subject to the Confidentiality Agreementindemnified and held harmless by CEGPS for any losses suffered by CEGPS, the terms of which shall continue to applyits Affiliates, except as otherwise agreed by the Companyor its or their officers, notwithstanding termination of this Agreementemployees, counsel, accountants or representatives in connection with any such injuries, including personal injury, death or physical property damage. In the event of any conflict between the terms of this Section 5.03 THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (other than clause WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF CRESTWOOD OR ITS AFFILIATES (c) above) and the terms of the Confidentiality AgreementINCLUDING THE CONTRIBUTED ENTITIES), the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoEXCEPTING ONLY INJURIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CRESTWOOD OR ITS AFFILIATES (INCLUDING THE CONTRIBUTED ENTITIES).

Access to Information; Confidentiality. The (a) Except as (i) would result in the loss or waiver of any attorney-client, work product or other applicable privilege (provided that the Company agrees shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that upon does not result in the loss or waiver of any applicable privilege), or (ii) would violate applicable Law (provided that the Company shall use commercially reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives efforts to make appropriate substitute arrangements to permit reasonable accessdisclosure not in violation of applicable Law), during normal business hours until from the date of this Agreement to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant in accordance with its terms, the Company will, and will cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to Article VII, to such information regarding the Company and the Company Subsidiaries, the “Company Representatives”) to: (A) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) and to the Financing Sources through their respective officers, employees and Representatives, reasonable access at reasonable times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives or any of the Financing Sources may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub no investigation pursuant to this Section 5.03 5.3 shall affect or be deemed to modify any representation or warranty made by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, the terms of which shall continue to applydated May 9, except 2017, as otherwise agreed amended, by the Company, notwithstanding termination of this Agreement. In the event of any conflict and between the terms of this Section 5.03 Company and Parent (other than clause (c) above) and the terms of the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Upon reasonable -------------------------------------- notice and subject to restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable best efforts to be released), the Company agrees that upon and Parent shall each (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable notice it efforts to cause its Minority Affiliates and XSL, to) afford to the officers, employees, accountants, counsel and other representatives of the other, reasonable access, during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, the Company and Parent each shall (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its Subsidiaries Minority Affiliates and XSL, to) afford Parent furnish promptly to the other all information concerning its business, properties and its Representatives reasonable accesspersonnel as such other party may reasonably request, during normal business hours until and each shall make available to the earlier other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Effective Time other's business (including, in the case of the Company, the business of the Minority Affiliates and XSL), properties and personnel as either Parent or the Company may reasonably request. From and after the date of this Agreement is terminated pursuant through the Effective Time, the Company shall provide to Article VII, to such information regarding Parent monthly consolidated statements of operations and cash flows and monthly consolidated balance sheets for the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedand, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determinesreceives such statements from its Minority Affiliates or XSL, from such Minority Affiliates or XSL, within 30 days following the end of each calendar month during such period. Each party shall keep such information confidential in accordance with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreementconfidentiality letter, dated October 26, 1997 (the terms "CONFIDENTIALITY LETTER") between Parent and the Company. The Company shall use its reasonable best efforts to exercise its rights under confidentiality agreements entered into with persons which were considering an Alternative Transaction (as defined in SECTION 9.01 with respect to the Company to preserve the confidentiality of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder relating to the obligations of the parties heretoCompany and its Subsidiaries and Minority Affiliates and XSL provided to such persons and their affiliates and representatives.

Access to Information; Confidentiality. The Subject to compliance with applicable law, the Company agrees that upon shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable notice access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it shall during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its and shall cause its Subsidiaries to) Subsidiaries' business, properties and personnel as Parent may reasonably request and receive consistent with applicable law and agreements. Without limiting the generality of the foregoing, the Company will afford to Parent and its Representatives reasonable accessaccess to, during normal business hours until the earlier and facilitate and participate in discussions with, all drivers, team owners, sanctioning bodies, automobile manufacturers and other licensors for purposes of the Effective Time discussing such parties' license agreements and the date this Agreement is terminated pursuant to Article VII, to such information regarding other Contracts with the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallySubsidiaries; provided, however, that all such discussions shall be arranged by the Company may restrict and shall be undertaken jointly by the foregoing access Parent and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) unless the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, Parent and the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed agree. Except for disclosures expressly permitted by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement dated as of June 17, 2005 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall controlhold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No review of investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company Each of Seller Parent and Recap Co agrees that, during the period commencing on the date hereof and ending on the Closing Date, it will (a) give or cause to be given to Buyer and its counsel, financial advisors, auditors, lenders, investors and their respective authorized representatives in connection with the Recapitalization (collectively, "Representatives") access to the properties, books and records of the CRL Business and each of the CRL Companies to the extent that upon reasonable notice it shall Buyer may from time to time reasonably request such access, (b) furnish or cause to be furnished to Buyer or its Representatives such financial and shall cause its Subsidiaries tooperating data and other information relating to the CRL Business, the CRL Business Assets and each of the CRL Companies as Buyer may from time to time reasonably request, (c) afford Parent provide Buyer and its Representatives reasonable accesssuch access as Buyer may reasonably request to the representatives, during normal business hours until officers and employees of its Affiliates actively involved in the earlier CRL Business, and (d) assist Buyer and its Representatives as reasonably requested by Buyer in connection with the Recapitalization and related transactions, provided that such assistance will not unreasonably interfere with the conduct of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyCRL Business; provided, however, that the Company may restrict the foregoing (i) access and assistance to the extent properties, books, records, representatives, officers and employees shall only be provided during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the operation of the CRL Business, (ii) all requests for access shall be directed to Xxxx X. Xxxxxxxxxx, Vice President Business Development of Seller Parent, or such other person as Seller Parent shall designate from time to time, and (iii) Seller Parent shall have the right to have a representative present at all times access to properties, books, records representatives, officers and employees is provided. Buyer agrees that, in prior to the reasonable judgment Closing, it will, and will cause its Affiliates and Representatives to, continue to treat all information so obtained from Seller Parent or any of its Affiliates as "Confidential Information" under the CompanyConfidentiality Agreement entered into between Seller Parent and Buyer dated January 4, 1999 (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c"Confidentiality Agreement"), and will continue to honor its obligations thereunder and that if requested by Seller Parent, the Company Buyer will cause any of its Representatives so requested to enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, a written agreement acknowledging the terms of the Confidentiality Agreement shall control. No review of information pursuant and agreeing to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretobe bound thereby.

Access to Information; Confidentiality. (a) The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries officers, employees, counsel, financial advisors and other representatives to) , afford Parent to RemSleep Holdings and its Representatives representatives reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to its and to the date this Agreement is terminated pursuant Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Article VIIRemSleep Holdings all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to such information regarding time reasonably request. For the purposes of determining the accuracy of the representations and warranties of RemSleep Holdings set forth herein and compliance by RemSleep Holdings of its obligations hereunder, during the period prior to the Effective Time, RemSleep Holdings shall provide the Company and its Subsidiaries representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may reasonably be requested necessary to enable the Company to confirm the accuracy of the representations and warranties of RemSleep Holdings set forth herein and compliance by Parent RemSleep Holdings of its obligations hereunder, and, during such period, RemSleep Holdings shall, and shall cause its executive officers officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other relevant document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to be time reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedrequest. Except as required by law, however, that each of the Company may restrict the foregoing access and assistance to the extent thatRemSleep Holdings will hold, in the reasonable judgment of the Companyand will cause its respective directors, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationofficers, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureemployees, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided furtheraccountants, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but financial advisors and other representatives and affiliates to hold, any nonpublic information in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoconfidence.

Access to Information; Confidentiality. (a) The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries each Company Subsidiary to) , afford to Parent and its Representatives reasonable access, access during normal business hours until during the earlier of period before the Effective Time to all their respective properties, facilities, books, records, contracts, commitments, correspondence (in each case, whether in physical or electronic form), officers, employees, agents and the date this Agreement is terminated pursuant to Article VIIother assets and, to during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers and other relevant personnel to be reasonably available each Company Subsidiary to, furnish promptly to Parent to respond to reasonable questions regarding such all information or the Business generallyconcerning its business, properties and personnel as Parent may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the Company may restrict and the foregoing access and assistance Company Subsidiaries. This Section 6.02(a) shall not require the Company or any Company Subsidiary to the extent thatpermit any access, or to disclose any information, that in the reasonable judgment of the Company, such party could reasonably be expected to result in (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (bi) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information trade secrets of third parties or document could result in a violation of any of its obligations with respect to confidentiality, (ii) the loss of attorney-client privilege; provided further, however, that privilege with respect to this clause such information (c), if requested by Parent, provided that such privilege cannot in the Company’s good-faith judgment be reasonably sufficiently protected using a joint defense or other similar agreement) or (iii) a Governmental Entity alleging that providing such information violates antitrust Law; provided that the Company will enter into joint defense agreements or other arrangements with shall use good faith efforts to communicate to Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but requested information in its sole discretion, a way that so doing will fully preserve the would not waive any applicable attorney-client privilege; provided furtherprivilege or contravene any applicable Law or confidentiality agreement, however, that any as applicable. All information provided to Parent and/or Merger Sub exchanged pursuant to this Section 5.03 6.02(a) or pursuant to Section 6.09 shall be subject to the nondisclosure agreement, dated as of November 1, 2019, by and between the Company and WESCO Distribution, Inc. (the “Confidentiality Agreement”) and to the Clean Team Confidentiality Agreement, dated as of November 21, 2019, by and between the terms Company and WESCO Distribution, Inc. (the “Clean Team Agreement”). Notwithstanding anything to the contrary in this Section 6.02(a), neither Parent nor any of which its Representatives shall continue to applyconduct, except as otherwise agreed by without the prior written consent of the Company, notwithstanding termination which consent may be withheld in the Company’s sole discretion, any environmental investigation at any Company Property involving any sampling or other intrusive investigation of this Agreementair, surface water, groundwater, soil, structures or anything else at or in connection with any Company Property. In During any visit to the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms business or property sites of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect Company or any of the representations or warranties Company Subsidiaries, Parent shall, and shall cause its Representatives accessing such properties to, comply with all applicable Laws and all of the parties hereto contained in this Agreement or Company’s and the conditions hereunder to the obligations of the parties heretoCompany Subsidiaries’ safety and security procedures.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated Except as required pursuant to Article VII, any confidentiality agreement or similar agreement or arrangement to such information regarding which the Company is a party, and its Subsidiaries except as may would reasonably be requested by Parent and shall cause its executive officers and other relevant personnel expected to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss or waiver of any attorney-client privilege; provided furtherclient, howeverwork product or other applicable privilege (provided, that to the extent the Company or any Company Representative shall withhold information or access due to the risk of loss or waiver of such privilege, the Company or such Company Representative shall notify Parent of such withholding and shall use commercially reasonable efforts to communicate such information in a manner that does not risk such loss or waiver), from the date of this Agreement to the Effective Time, the Company will, and will cause each of its directors, officers and employees, and will instruct each of its accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to this clause (c), if requested by Parentthe Company, the “Company will enter into joint defense agreements or Representatives”) to: (i) provide to the Parent Group and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior written notice to the officers, employees, agents, properties, offices and other arrangements with Parent facilities of such party and its Subsidiaries and to allow the books and records thereof and (ii) furnish promptly such disclosureinformation concerning the business, but only if properties, Contracts, assets, liabilities, personnel and other aspects of the Company determines, with as Parent or the advice of its outside legal counsel, but in its sole discretionParent Representatives may reasonably request; provided, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub no investigation pursuant to this Section 5.03 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, dated as of April 8, 2022, by and between the terms Company and Parent (the “Confidentiality Agreement”); provided, that nothing in the Confidentiality Agreement shall restrict Parent’s or Merger Sub’s ability to take any of which shall continue to apply, except as otherwise agreed the actions expressly contemplated by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this The Company and Parent hereby agree, in accordance with Section 5.03 (other than clause (c) above) and the terms 13 of the Confidentiality Agreement, the terms of that the Confidentiality Agreement shall control. No review be deemed to have been, and hereby is, amended by the provisions of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoSection 5.2.

Access to Information; Confidentiality. The Subject to applicable Laws relating to the exchange of information, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Representatives Parent’s representatives reasonable access, access during normal business hours until to the earlier Company’s officers, employees, properties, books, Contracts and records and the Company shall furnish reasonably promptly to Parent such other information concerning its business and properties as Parent may reasonably request (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyCompany); provided, however, that the Company may restrict the foregoing shall not be obligated to provide such access and assistance to the extent that, in the reasonable judgment of the Company, or information if (a) any the Company determines, in its reasonable judgment, that doing so would violate applicable Law requires the Company or its Subsidiaries to restrict a Contract or prohibit access to any such properties or information, (b) the information is subject to an obligation of confidentiality obligations owing to a third party that would be breached by so long as the Company shall have used reasonable best efforts to obtain the consent of such disclosurethird party to such access, or (c) disclosure jeopardize the protection of any such information or document could result in the loss of an attorney-client privilege; , or expose the Company to risk of liability for disclosure of sensitive or personal information or (b) such information relates to or includes the evaluation, deliberations or minutes of the Company Board (or any committee thereof) related to the Transactions or any materials provided further, however, that with respect to this clause the Company Board (c), if requested by Parentor any committee thereof) in connection therewith. Until the Effective Time, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms dated as of the date of this Agreement, by and between the Company and Apollo Management VIII, L.P. (as it may be amended from time to time, the “Confidentiality Agreement Agreement”), and, without limiting the generality of the foregoing, Parent shall controlnot, and shall cause its representatives not to, use such information for any purpose unrelated to the consummation of the Transactions. No review of investigation, or information received, pursuant to this Agreement Section 6.6 will affect modify any of the representations or and warranties of the parties hereto contained in this Agreement or Company herein. The Company hereby releases Apollo Management VIII, L.P. from all of its obligations under the conditions hereunder to confidentiality agreement between the obligations Company and Apollo Management VIII, L.P., dated as of October 23, 2013 (as amended, the parties hereto“Existing Confidentiality Agreement”)), and the Company agrees that Apollo Management VIII, L.P. shall have no further liability under the Existing Confidentiality Agreement.

Access to Information; Confidentiality. (a) The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries officers, employees, counsel, financial advisors and other representatives to) , afford Parent to Explore Anywhere Holding Corp. and its Representatives representatives reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to its and to the date this Agreement is terminated pursuant Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Article VIIExplore Anywhere Holding Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to such information regarding time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Explore Anywhere Holding Corp. set forth herein and compliance by Explore Anywhere Holding Corp. of its obligations hereunder, during the period prior to the Effective Time, Explore Anywhere Holding Corp. shall provide the Company and its Subsidiaries representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may reasonably be requested necessary to enable the Company to confirm the accuracy of the representations and warranties of Explore Anywhere Holding Corp. set forth herein and compliance by Parent Explore Anywhere Holding Corp. of its obligations hereunder, and, during such period, Explore Anywhere Holding Corp. shall, and shall cause its executive officers officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other relevant document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to be time reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedrequest. Except as required by law, however, that each of the Company may restrict the foregoing access and assistance to the extent thatExplore Anywhere Holding Corp. will hold, in the reasonable judgment of the Companyand will cause its respective directors, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationofficers, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureemployees, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided furtheraccountants, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but financial advisors and other representatives and affiliates to hold, any nonpublic information in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoconfidence.

Access to Information; Confidentiality. The Upon reasonable notice, the Company agrees that upon reasonable notice it shall (shall, and shall cause its Significant Subsidiaries to) , afford Parent to PennCorp and its Representatives to the officers, employees, accountants, counsel, financial advisors and other representatives of PennCorp, reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records. During such period, the date this Agreement is terminated pursuant to Article VIICompany will, and will cause its Significant Subsidiaries to, make a reasonable amount of office space (including standard office equipment) at its offices in Lincolnshire, Illinois and Kokomo, Indiana, available to such information regarding agents, employees, advisers and other representatives of PennCorp as PennCorp shall designate. Upon reasonable notice, PennCorp shall make its executive officers available to the Company and its Subsidiaries representatives during the period prior to the Effective Time for the purpose of permitting the Company to continue its review of PennCorp. During such period, each of the Company and PennCorp shall furnish promptly to the other party a copy of (i) each SAP Annual Statement and SAP Quarterly Statement filed by its subsidiaries (including any separate account) during such period pursuant to the requirements of any applicable law, (ii) each SEC Document or PennCorp SEC Document, as the case may be filed by it (including any separate account) during such period, and (iii) all correspondence or written communication with A.M. Best and Company, Standard & Poor's Corporation, Moody's Investor Xxxxxxes, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operations of the Company and its subsidiaries taken as a whole, or to PennCorp and its subsidiaries taken as a whole, as the case may be. During such period, each of the Company and PennCorp shall furnish to the other party such other financial, operating and other data as may be reasonably be requested required by Parent the other party in order to perform its investigation regarding the representations and warranties made by the other party pursuant to this Agreement. Without limiting the foregoing, the Company shall furnish to PennCorp (i) after the end of each month, any management financial reports (together with all accompanying documents) prepared with respect to such month, (ii) all notices with respect to any alleged deficiency or violation material to the financial condition or operations of any subsidiary from any Governmental Entity, (iii) each written report on examination of financial condition or market conduct (whether in draft or final form) of any subsidiary issued by any applicable Governmental Entity, (iv) all material filings with insurance regulators made by any subsidiaries under the insurance holding company statutes of their domiciliary jurisdictions, (v) all material correspondence with, and any prepared summaries of meetings with, representatives of the IRS or other taxing authorities, (vi) all material correspondence or communications with state insurance regulatory authorities concerning any subsidiaries, including, without limitation, any such items relating to rehabilitation, insolvency, liquidation, supervision, or other comparable state proceeding, and (vii) all correspondence or communication with any rating agency. Except as required by law, each of the Company and PennCorp will hold, and will cause its executive officers respective directors, officers, partners, employees, accountants, counsel, financial advisors and other relevant personnel representatives and affiliates to be reasonably available to Parent to respond to reasonable questions regarding such hold, any nonpublic information or obtained from the Business generally; provided, however, that the Company may restrict the foregoing access and assistance other party in confidence to the extent thatrequired by, and in accordance with, the provisions of the letter dated July 10, 1996, between PennCorp and the Company (the "Confidentiality Agreement") (in the reasonable judgment case of the Company, (a) any applicable Law requires Company as though it were the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the party receiving information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (cthereunder), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The (a) Subject to Applicable Law, any COVID-19 Measures and Section 6.02(b), the Company agrees that shall, and shall cause each of its Subsidiaries to, afford Parent and Parent’s Representatives reasonable access, upon reasonable advance notice it shall (and during normal business hours, during the period prior to the Effective Time, to all their respective properties, assets, books, contracts, commitments, plans, Tax records and Tax Returns, work papers, personnel, Representatives and records and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent (i) afford Parent to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws or commission actions, (ii) a copy of all correspondence between such party or any of its Representatives reasonable accessSubsidiaries and any party to a Material Contract with regard to any action, during normal business hours until consent, approval or waiver that is required to be taken or obtained with respect to such Material Contract in connection with the earlier consummation of the Effective Time and Merger or the date other transactions contemplated by this Agreement is terminated pursuant and (iii) all other information concerning its business, properties and personnel as may be reasonably requested by Parent, and all information necessary to Article VII, enable Parent to such information prepare the financial statements and related disclosures regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel that are required to be reasonably available included in the Registration Statement and in Parent’s Current Report on Form 8-K following the Closing (in each case, in a manner so as to Parent to respond to reasonable questions regarding such information or not interfere in any material respect with the Business generally; provided, however, that normal business operations of the Company may restrict the foregoing its Subsidiaries). All access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 6.02(a) shall be subject (A) conducted in such a manner as not to interfere unreasonably with the normal operations of the Company or any of its Subsidiaries and (B) coordinated through the General Counsel of the Company or a designee thereof. Subject to the Confidentiality Agreementlimitations and restrictions set forth in, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to without expanding the obligations of the parties heretounder Applicable Laws and this Section 6.02(a), the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and its Subsidiaries to facilitate the planning of the integration of the parties and their respective businesses after the Closing Date.

Access to Information; Confidentiality. The (a) Upon reasonable prior written notice, subject to Applicable Law, the Company agrees that upon reasonable notice it shall (shall, and shall cause its the Company Subsidiaries to) , afford to Parent and its Representatives Representatives, reasonable access, during normal business hours until during the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts and records and provide copies thereof to Parent, and, during such period, the Company shall, and shall cause the Company Subsidiaries to, reasonably make available to Parent all other information concerning its businesses, properties and personnel as Parent may reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. Without limiting the foregoing, following the date of this Agreement is terminated pursuant and continuing through the Closing Date or earlier termination of this Agreement, at Parent’s reasonable request, the Company shall use commercially reasonable efforts to Article VIIcooperate with and provide reasonable assistance to Parent and its Representatives in Parent’s efforts to investigate and confirm the existence of, and where applicable take such actions as are necessary to such information regarding file and/or obtain, all Registration Certificates that in Parent’s reasonable good faith determination are required by Law to be so filed and/or obtained with respect to all Registrable Mobile Assets of the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the Subsidiaries. All information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub furnished pursuant to this Section 5.03 Agreement shall be subject to the mutual confidentiality agreement, dated as of September 19, 2023, between Parent and the Company (the “Confidentiality Agreement”) and, to the extent such information is specifically subject thereto, the terms of which shall continue clean team confidentiality agreement, dated November 29, 2023, between Parent and the Company (the “Clean Team Agreement”); provided, that Parent and the Company consent and agree that all information referenced in Section 8.3 may only be shared with and delivered to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between Financing Sources pursuant to the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms conditions of the Confidentiality Agreement shall controland the Clean Team Agreement. No review of information or knowledge obtained in any investigation pursuant to this Agreement will Section 6.2 shall affect or be deemed to modify any of representation or warranty made by the representations Company or warranties of the parties hereto contained in Parent pursuant to this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. The Upon reasonable notice, the Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable accessaccess in a manner that does not unreasonably interfere with the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of this Agreement until the earlier of the First Effective Time and the date termination of this Agreement is terminated pursuant to in accordance with the terms of Article VIIVIII, to the properties, offices and other facilities and books and records, and personnel of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent and its Representatives all information regarding (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequested; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires nothing herein shall require the Company or any of its Subsidiaries to restrict disclose any information to Parent or prohibit access Merger Subs if such disclosure would reasonably be expected to any such properties violate applicable Law or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure provisions of any such information Contract to which the Company or document could result in the loss any of its Subsidiaries is a party or violate any attorney-client or other legal privilege; provided further, howeverprovided, that the Company and its Subsidiaries shall use reasonable best efforts to provide as much information as possible without violating such applicable Law or privilege. The Confidentiality Agreement shall apply with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed furnished by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) its Subsidiaries and the terms of Company’s officers, employees and other Representatives hereunder and, if this Agreement is terminated prior to the Confidentiality AgreementFirst Effective Time, the terms of the Confidentiality Agreement shall control. No review of information pursuant remain in full force and effect in accordance with its terms prior to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder giving effect to the obligations execution of the parties heretothis Agreement.

Access to Information; Confidentiality. The Company agrees that From the date hereof through the Effective Time, upon reasonable notice it and subject to applicable Law, the Company shall (and shall cause its Subsidiaries to) and their respective representatives to afford to Parent and its Representatives the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access, access during normal business hours until the earlier to such of the Effective Time properties, books, contracts, commitments, records, officers and employees of the date this Agreement is terminated pursuant Company and its Subsidiaries and such financial and operating data and such other information with respect to Article VII, to such information regarding the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably be requested by Parent request. In addition, the Company shall, and shall cause each of its executive officers and other relevant personnel to be reasonably available Subsidiaries to, furnish promptly to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) a copy of each material report, schedule, registration statement and other document filed by it with any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, Governmental Entity and (b) the information is subject to confidentiality obligations to a third party that would be breached internal or external reports prepared by such disclosure, or (c) disclosure of any such information or document could result it and/or its Subsidiaries in the loss of attorney-client privilege; provided further, however, ordinary course that with respect are reasonably required by Parent promptly after such reports are made available to this clause (c), if requested by Parent, the Company’s personnel. Neither the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice nor any of its outside legal counsel, but in its sole discretion, that so doing will fully preserve Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege; provided furtherprivilege of such Person or contravene any applicable Law, however, that any in which latter case the Company and its Subsidiaries shall provide access to or disclose such information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement, the terms of which ”). Any investigation by Parent shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will not affect any of the representations or and warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. The Company agrees that upon Upon reasonable advance notice it shall (and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to) to afford Parent to the other party and its Representatives reasonable access, access during normal business hours until (and, with respect to books and records, the earlier right to copy) to all of its and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the Effective Time requested party and its Representatives. Subject to applicable Laws, during such period, Parent shall furnish promptly to the Partnership (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the date this Agreement rules of any Governmental Authority thereunder), as applicable (other than documents which such party is terminated pursuant not permitted to Article VIIdisclose under applicable Laws) and (ii) all information concerning Parent’s business, properties and personnel as the Partnership may reasonably request, including all information relating to environmental matters. Notwithstanding the foregoing, no party shall have an obligation to disclose or provide access to any information the disclosure of which the other party has concluded may jeopardize any privilege available to such party or any of its Affiliates relating to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by in violation of a confidentiality obligation binding on such disclosure, party or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed Affiliates. Except for disclosures permitted by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, dated as of January 19, 2017 between Parent and the Partnership GP (as it may be amended from time to time, the “Confidentiality Agreement”), the each party shall hold information received from the other party pursuant to this Section 6.6 in confidence in accordance with the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. The (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company agrees that is a party, and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date of this Agreement to the Effective Time, the Company will, and will cause each of its directors, officers, employees, accountants, auditors, consultants, legal counsel, advisors (including financial advisors), agents and other representatives, (collectively, “Representatives” and, with respect to the Company, the “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon reasonable prior notice it shall (to the officers, employees, agents, properties, offices and shall cause other facilities of such party and its Subsidiaries toand to the books and records thereof and (ii) afford Parent furnish promptly such financial and its Representatives reasonable accessoperating data and other information concerning the business, during normal business hours until the earlier properties, Contracts, assets, liabilities, personnel and other aspects of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company party and its Subsidiaries as Parent or the Parent Representatives may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub no investigation pursuant to this Section 5.03 5.2 shall affect or be deemed to modify any representation or warranty made by the Company herein or any of the conditions to the obligations of the parties hereto under this Agreement; provided, further, that any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, dated December 11, 2015, by and between the terms of which Company and Parent (the “Confidentiality Agreement”). The Company shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In notify Parent in writing in the event of that the Company seeks to withhold any conflict between information or documents pursuant to the terms exception set forth in the first sentence of this Section 5.03 (other than clause (c) above) 5.2(a), and thereafter the terms of Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the Confidentiality Agreement, applicable privilege or protection or violate the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoapplicable restriction.

Access to Information; Confidentiality. The Company Subject to Applicable Law and except for, in connection with, or as a result of (or for any actions that constitute) any COVID-19 Measures, Titanium agrees that upon reasonable notice it shall (shall, and shall cause each of its Subsidiaries to) , afford Parent Silver and its Silver’s Representatives reasonable access, upon reasonable advance written notice and during normal business hours until hours, during the earlier of period prior to the Effective Time and the date this Agreement is terminated pursuant to Article VIITime, to all its properties (other than for purposes of invasive testing), books, contracts, commitments, personnel and records and, during such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent period, Titanium shall, and shall cause each of its executive officers Subsidiaries to, furnish promptly to Silver all other information (other than information regarding any Acquisition Proposal) concerning its business, properties and other relevant personnel to as may be reasonably available requested (in each case, in a manner so as to Parent to respond to reasonable questions regarding such information not interfere in any material respect with the normal business operations of Titanium or the Business generallyits Subsidiaries); provided, however, that the Company may restrict the foregoing all such access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company shall be coordinated through Titanium or its Subsidiaries Representatives in accordance with such procedures as they may reasonably establish; and provided, further, that Titanium shall not be required to restrict permit such access or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by make such disclosure, if such disclosure or access would reasonably be likely to (ci) disclosure violate the terms of any such information confidentiality agreement or document could any other Contract with a third party, (ii) result in the loss of any attorney-client privilege; provided further, however(iii) violate or materially impair the contractual rights of its customers and tenants or (iv) violate any Applicable Law, that it being agreed that, with respect to this clause subclauses (ci), if requested by Parent(ii) and (iii), the Company will enter into joint defense agreements or other arrangements with Parent Titanium shall use its reasonable efforts to allow for such disclosureaccess or disclosure in a manner that does not result in such loss, but only if violation or impairment, including by seeking a waiver from the Company determinesrelevant third party. Notwithstanding anything contained in this Agreement to the contrary, with Titanium shall not be required to provide any access or make any disclosure to the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub other pursuant to this Section 5.03 6.02 to the extent such access or information is reasonably pertinent to a litigation where Titanium or any of its Affiliates, on the one hand, and Silver or any of its Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Titanium may reasonably designate any competitively sensitive material to be provided to Silver under this Section 6.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of Silver and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of Silver unless express permission is obtained in advance from Titanium or its legal counsel. All information exchanged pursuant to this Section 6.02 shall be subject to the Mutual Non-Disclosure Agreement, dated as of November 8, 2019, between Titanium and Silver (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (a) During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, each of SAM and STFC shall, and shall cause their respective Subsidiaries and Representatives to, upon reasonable notice, afford LMHC and its Subsidiaries to) afford Parent and its Representatives Representative reasonable access, access during normal business hours until to the earlier officers, employees, advisors, properties, and books and records of the Effective Time SAM, STFC or their respective Subsidiaries, as applicable, and the date this Agreement is terminated pursuant to Article VIIeach of SAM and STFC shall, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers their respective Subsidiaries to, furnish reasonably promptly to LMHC such other information concerning the business and other relevant personnel properties of SAM, STFC or their respective Subsidiaries, as applicable, as LMHC may reasonably request from time to time in each case for the purposes of integration planning and the consummation of the transactions contemplated by this Agreement, including furnishing, not later than fifteen (15) days following the end of each calendar month, the gross and net premiums written by the SAM Insurance Companies and the STFC Insurance Companies in such month. None of SAM, STFC or their respective Subsidiaries shall be reasonably available required to Parent to respond to reasonable questions regarding provide any such access or information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent thatthat doing so (i) would cause a waiver of an attorney-client privilege or loss of attorney work product protection, (ii) would constitute a violation of any applicable Law or the provisions of any Contract to which SAM, STFC or any of their respective Subsidiaries is a party or (iii) would interfere unreasonably with the business or operations of SAM, STFC or their respective Subsidiaries. Without limiting the foregoing, in the event that SAM or STFC does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to LMHC that it is withholding such access or information and shall use its commercially reasonable judgment of efforts to communicate, to the Companyextent feasible, (a) any the applicable Law requires information in a way that would not cause such a waiver or loss, violation or interference, as the Company case may be. No investigation shall affect SAM’s or its Subsidiaries to restrict STFC’s representations, warranties, covenants or prohibit access agreements contained herein or limit or otherwise affect the remedies available to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to Parent’s, U.S. Parent’s and their Representatives’ compliance with any security clearance requirements and procedures or export controls requirements (to the extent reasonably determined necessary by the Company agrees that in order to comply with applicable Law), and upon reasonable notice it shall (prior written notice, the Company shall, and shall cause its each of the Company Subsidiaries to) , afford to Parent, U.S. Parent and its to their Representatives reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to all their properties, offices, personnel and the date this Agreement is terminated pursuant to Article VIIbooks and records and, to during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers each of the Company Subsidiaries to, furnish promptly to Parent and U.S. Parent all financial, operating and other relevant data and information concerning its business, properties and personnel to be as Parent or U.S. Parent may reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that any such access shall not interfere unreasonably with the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment business or operations of the Company, (a) any applicable Law requires the Company or its the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. None of the Company or any Company Subsidiary shall be required to restrict or prohibit (i) provide access to any or to disclose information where such properties access or information, (b) disclosure would reasonably be expected to jeopardize the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, privilege of the Company will enter into joint defense agreements or other arrangements with Parent the Company Subsidiaries (provided that the Company shall use its reasonable efforts to allow for such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but access or disclosure in its sole discretion, a manner that so doing will fully preserve would not reasonably be expected to jeopardize the attorney-client privilege; provided further) or contravene any Law or binding agreement entered into prior to the date of this Agreement or (ii) provide access to or to disclose such portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure, howeveras determined by the Company’s counsel, that is reasonably likely to result in antitrust difficulties for the Company or its affiliates. No investigation by Parent or U.S. Parent or any of their respective Representatives and no other receipt of information provided to by Parent and/or Merger Sub or U.S. Parent or any of their respective Representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company or any covenant or other provision in this Agreement. All information exchanged pursuant to this Section 5.03 6.02 shall be subject to the non-disclosure agreement dated February 23, 2010, between the Company and Parent (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it (a) Target shall, shall (cause each of the Target Subsidiaries to, and shall use reasonable efforts to cause its Subsidiaries each Target Non-Subsidiary Entity to) , afford Parent to Purchasers and its Representatives their officers, employees, accountants, counsel, financial advisors and other representatives (collectively, "PURCHASERS' REPRESENTATIVES"), reasonable access, access during normal business hours until and upon reasonable advance notice during the earlier period prior to the Closing to all its properties, for the purpose of making surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies which Purchasers may deem necessary and for the purpose of inspecting all of the Effective Time books, contracts, commitments, personnel and records of Target, the Target Subsidiaries and the date this Agreement is terminated pursuant Target Non-Subsidiary Entities and, during such period, Target shall, and shall cause each of the Target Subsidiaries to, and shall use reasonable efforts to Article VIIcause each Target Non-Subsidiary Entity to, furnish reasonably promptly to such Purchasers all other information regarding concerning its business, properties and personnel as Purchasers may reasonably request. Target and its officers, employees, accountants, counsel, financial advisors and other representatives shall cooperate in all reasonable respects with each Purchaser and its accountants in connection with the Company preparation and auditing in accordance with Dutch GAAP of financial statements of Target and its Subsidiaries on a consolidated basis and in connection with the preparation and auditing in accordance with United States GAAP of financial statements relating to any of the Target Properties, with respect to periods preceding the Closing Date if such Purchaser has reasonably concluded that such audited financial statements are necessary or appropriate in connection with its reporting obligations under the United States Securities Exchange Act of 1934, as amended, or Australian securities laws within four months after the Closing or in connection with any debt or equity offering which may reasonably be requested proposed by Parent such Purchaser after the date hereof and shall within such four month period. Each Purchaser will hold, and will cause its executive officers officers, employees, accountants, counsel, financial advisors and other relevant personnel representatives and Affiliates to be reasonably available to Parent to respond to reasonable questions regarding such hold, any nonpublic information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance in confidence to the extent thatrequired by, and in accordance with, the reasonable judgment provisions of (i) that certain letter agreement between X.X. Xxxxxx Securities, Inc., on behalf of Target, and Hoosier, dated October 15, 2001 (the Company"HOOSIER CONFIDENTIALITY AGREEMENT"), (aii) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationthat certain letter agreement, dated October 18, 2001, between X.X. Xxxxxx Securities, Inc., on behalf of Target, and Terrapin, and (biii) the information is subject to confidentiality obligations to a third party that would be breached by such disclosurecertain letter agreement between X.X. Xxxxxx Securities, or Inc., on behalf of Target, and Westfield Holdings Limited, dated January 10, 2002 (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parentcollectively, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto"CONFIDENTIALITY AGREEMENTS").

Access to Information; Confidentiality. The Company agrees that upon shall afford to the officers, employees, accountants, counsel, potential lenders and other representatives of Parent full access, at all reasonable notice it times during the period prior to the Effective Time, to all properties, books, Contracts and records of the Company and, during such period, the Company shall furnish promptly to Parent all information concerning the Company's business, properties and personnel as Parent may reasonably request, and the Company shall make available to Parent the appropriate individuals (including attorneys, accountants and other professionals) for discussions of the Company's business, properties and personnel as Parent may reasonably request. Without limiting the foregoing, the Company shall cause its Subsidiaries to) afford provide Parent and Merger Subsidiary with access to its Representatives reasonable access, during normal business hours until books and records so as to enable Parent and Merger Subsidiary to ascertain whether the earlier Company has complied with all covenants herein. Parent acknowledges that certain of the information which may be made available to it is proprietary and includes confidential information. Prior to the Effective Time and/or seven years after any termination of this Agreement, Parent will hold and the date this Agreement is terminated pursuant will use its commercially reasonable efforts to Article VIIcause its officers, directors, employees, accountants, counsel, consultants, advisors and agents (collectively, "Representatives") to such hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information regarding concerning the Company and ("Evaluation Material") furnished in connection with the transactions contemplated by this Agreement. In the event that Parent or any of its Subsidiaries as may reasonably be requested Representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Evaluation Material, Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding provide the Company with prompt prior written notice of such information or the Business generally; provided, however, requirement so that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to seek a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements protective order or other arrangements with Parent to allow such disclosure, but only if the Company determines, appropriate remedy and/or waive compliance with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions hereof, Parent shall furnish only that portion of the Evaluation Material which Parent is advised by written opinion of counsel is legally required and exercise best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material. The term "Evaluation Material" does not include any conflict between information that (i) at the terms time of this Section 5.03 disclosure or thereafter is generally available to the public (other than clause as a result of its disclosure directly or indirectly by Parent or its Representatives), (cii) abovewas available to Parent on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not and was not bound by a confidentiality agreement regarding the Company, or (iii) and has been independently acquired or developed by Parent without violating any of its obligations under this Section 7.4. At any time upon written request by the terms Company, Parent shall promptly return to the Company all copies of the Confidentiality AgreementEvaluation Material in its possession or in the possession of its Representatives, and Parent will promptly destroy all copies of any analyses, compilations, studies or other documents prepared by or for Parent or its Representatives or for Parent's or their use which reflect or contain any Evaluation Material. Notwithstanding the foregoing, the terms Company may deny access or disclosure where it determines upon advice of counsel that disclosure could result in the Confidentiality Agreement shall control. No review violation by the Company of information pursuant to this Agreement will affect any of state or federal law, provided that the representations or warranties of Company informs Parent at the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretotime that such a determination has been made.

Access to Information; Confidentiality. The Company agrees that (a) During the Interim Period, to the extent permitted by applicable Law, upon reasonable advance notice it shall (and at the reasonable request of Parent, and subject to the reasonable restrictions imposed from time to time upon advice of counsel in order to comply with applicable Law, Company, solely for the purposes of furthering the Second Merger and the other transactions contemplated hereby or integration planning relating thereto or for any other reasonable business purchase, shall, and shall cause its Subsidiaries to) each of the Company Subsidiaries, to afford to the Representatives of Parent and its Representatives reasonable access, access during normal business hours until the earlier to all of the Effective Time its and the date this Agreement is terminated pursuant to Article VIICompany Subsidiaries and joint ventures’ properties (provided, to that no testing or sampling of any environmental media may be conducted), offices, books, contracts, personnel and records; provided, that all such information regarding the access shall be coordinated through Company and or its Subsidiaries Representatives in accordance with such procedures as they may reasonably be requested by Parent jointly establish. During such period, Company shall, and shall cause its executive officers and other relevant personnel to be each of the Company Subsidiaries to, furnish reasonably available promptly to Parent all other information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, subject in appropriate cases to respond appropriate confidentiality agreements to reasonable questions regarding such information or the Business generallylimit disclosure to outside lawyers and consultants; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is and personnel shall be subject to confidentiality obligations to a third party that would be breached reasonable requirements established by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that Company with respect to this clause (c), if requested by Parent, COVID-19 or COVID-19 Measures. No representation or warranty as to the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice accuracy of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject 7.2 is made and the Parties may not rely on the accuracy of such information except to the Confidentiality Agreementextent expressly set forth in the representations and warranties included in Article 4 or Article 5, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of and no investigation under this Section 5.03 (other than clause (c7.2(a) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement or otherwise shall control. No review of information pursuant to this Agreement will affect modify any of the representations or and warranties of the parties hereto Company or of Parent respectively, contained in this Agreement or the conditions hereunder any condition to the obligations of the parties heretoParties under this Agreement. Notwithstanding the foregoing, neither Company shall not be required by this Section 7.2(a) to provide Parent or the Representatives of Parent with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (B) the disclosure of which would violate any Law applicable to Company or any of its Representatives or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of loss of privilege to Company; provided, that the Parties will cooperate in good faith to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of this sentence apply, including, in the case of clause (A), by using commercially reasonable efforts to obtain consent to disclose. Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of Company that may result from the requests for access, data and information hereunder.

Access to Information; Confidentiality. The Except for competitively sensitive information as to which access, use and treatment is subject to applicable law, the Company agrees that upon reasonable notice it and its subsidiaries shall (and shall cause its Subsidiaries to) afford to Parent and its Representatives Merger Sub and their respective accountants, counsel, financial advisors, lenders, potential lenders and other representatives reasonable access, access during normal business hours until upon reasonable notice throughout the earlier of period prior to the Effective Time to their respective properties, books, contracts, commitments and the date this Agreement is terminated pursuant to Article VIIrecords and, to during such period, shall furnish promptly such information regarding the Company concerning its businesses, properties and its Subsidiaries personnel as may Parent or Merger Sub shall reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that such investigation shall not unreasonably disrupt the Company's operations and shall not be deemed to permit Parent or Merger Sub to conduct any on site environmental investigations or examinations. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement dated August 17, 2001 between Parent and the Company may restrict (the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c"CONFIDENTIALITY AGREEMENT"), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to applyin force until the Effective Time; provided that Parent, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) Merger Sub and the terms of Company may disclose such information as may be necessary in connection with seeking the Confidentiality AgreementParent Required Statutory Approvals, the terms Company Required Statutory Approvals and the Company Stockholder Approval. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Confidentiality Agreement shall controlCompany or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties if the Company has used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder Except to the obligations extent prohibited by applicable law, the Company will consult with Parent from time to time prior to the Effective Time regarding engineering and technical aspects relating to the design and construction of the parties heretoits Astoria Repowering Project and other material construction and development projects.

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company agrees that upon shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable notice it shall access (including for the purpose of coordinating integration activities and shall cause its Subsidiaries to) afford Parent transition planning with the employees of the Company and its Representatives reasonable access, Subsidiaries) during normal business hours until and upon reasonable prior notice to the earlier of Company during the period prior to the Effective Time and or the date termination of this Agreement is terminated pursuant to Article VIIall its and its Subsidiaries' properties, books, Contracts, commitments, personnel and records, but only to the extent that such information regarding access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries Subsidiaries, and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (b) all other information concerning its and its Subsidiaries' business, properties and personnel as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access and assistance or furnish such copies or other information to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that doing so would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; privilege (provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent shall use its reasonable best efforts to allow for such disclosure, but only if the Company determines, with the advice access or disclosure in a manner that does not result in a loss of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of August 4, however2004 between Parent and the Company (as it may be amended from time to time, that any the "Confidentiality Agreement"), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement, the terms of which . The Confidentiality Agreement shall continue to apply, except as otherwise agreed by the Company, notwithstanding survive any termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and Notwithstanding the terms of the Confidentiality Agreement, Parent and the terms Company agree that until the earlier of the Confidentiality consummation of this Agreement or the six month anniversary of the date of the termination of this Agreement, as applicable, each party and its respective Subsidiaries shall controlnot, without the other party's prior written consent, directly or indirectly solicit for employment (other than through advertising in newspapers or periodicals of general circulation or recruiters' searches, in each case not specifically directed at the other party's employees) any person currently employed by the other party or any of its Subsidiaries with whom it has contact or who is identified to such party in connection with the transactions contemplated by this Agreement. No review of investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries to) afford Parent and the Representatives of the Company and its Representatives Subsidiaries to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access, access during normal business hours until during the period prior to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIall of its and its Subsidiaries’ Representatives, properties, offices and other facilities, books and records and all other financial, operating and other data and information as Parent may reasonably request, and, during such period, the Company shall furnish, as promptly as practicable, to such Parent all information regarding concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, neither the Company and nor any of its Subsidiaries as may reasonably shall be requested by Parent and shall cause its executive officers and other relevant personnel required to be reasonably available to Parent to respond to reasonable questions regarding such disclose information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in (i) the loss of attorney-client privilege; provided further, however, that privilege with respect to such information or (ii) result in a breach of a binding agreement to which the Company or any of its Subsidiaries entered into prior to the date of this clause Agreement. The relevant parties shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement, dated as of October 3, 2008, between Parent and the Company (cas it may be amended from time to time, the “Confidentiality Agreement”), if requested by ParentParent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosureits Representatives, but only if the Company determinesdirectly or indirectly, in confidence in accordance with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub Confidentiality Agreement. No investigation pursuant to this Section 5.03 shall be subject 6.02 or information provided, made available or delivered to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information Parent pursuant to this Agreement will Section 6.02 or otherwise shall affect any of the representations or warranties of the parties hereto Company or conditions or rights of Parent or Merger Sub contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. The Subject to applicable Laws relating to the exchange of information, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Parent’s Representatives reasonable access, access during normal business hours until to the earlier Company’s officers, employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyCompany; provided, further however, that the Company may restrict the foregoing shall not be obligated to provide such access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretionreasonable judgment, that doing so doing will fully preserve would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, waive the protection of an attorney-client privilege; provided further, howeveror expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. Without limiting the generality of this Section 5.7, from the date of this Agreement until the Effective Time, the Company will furnish to the Parent promptly after becoming available, (i) monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date, as it may prepare for management’s internal use, and (ii) any update of its outlook for the quarter or the balance of the fiscal year, as it may prepare for management’s internal use. Until the Effective Time, the information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the letter agreement, dated as of April 5, 2012, between the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon Target shall afford to Acq Corp, and to Acq Corp's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to all the properties, books, contracts, commitments and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company records of Target and its Subsidiaries as may reasonably be requested by Parent and and, during such period, Target shall cause its executive officers and other relevant personnel furnish promptly to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, Acq Corp (a) any applicable Law requires the Company a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to restrict the requirements of Federal or prohibit access to any such properties or information, state securities laws and (b) the all other information is subject to confidentiality obligations to a third party that would be breached by such disclosureconcerning its or its Subsidiaries' business, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except properties and personnel as Acq Corp may reasonably request. Except as otherwise agreed to by the CompanyTarget, notwithstanding termination of this Agreement, Acq Corp will keep, and will cause its officers, employees, accountants, counsel, financial advisers and other representatives and affiliates to keep, all Confidential Information (as defined below) confidential and not to disclose any Confidential Information to any Person other than Acq Corp's or Acq Corp's directors, officers, employees, affiliates or agents, and then only on a confidential basis; PROVIDED, HOWEVER, that Acq Corp may disclose Confidential Information (i) as required by law, rule, regulation or judicial process, including as required to be disclosed in connection with the Merger, the Registration Statement and the Other Filings, (ii) to its attorneys, accountants and financial advisors or (iii) as requested or required by any Governmental Entity. For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall include all information about Target which has been furnished by Target to Acq Corp; PROVIDED, HOWEVER, that Confidential Information does not include information which (x) is or becomes generally available to the public other than as a result of a disclosure by Acq Corp, its attorneys, accountants or financial advisors not permitted by this Agreement, (y) was available to Acq Corp on a non-confidential basis prior to its disclosure to Acq Corp by Target or (z) becomes available to Acq Corp on a non-confidential basis from a Person other than Target who, to the Knowledge of Acq Corp, is not otherwise bound by a confidentiality agreement with Target or is not otherwise prohibited from transmitting the relevant information to Acq Corp. In the event of any conflict between the terms termination of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality AgreementAgreement for any reason, the terms of the Confidentiality Agreement Acq Corp shall control. No review of information pursuant promptly return all Confidential Information to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoTarget.

Access to Information; Confidentiality. The Company agrees that Subject to applicable Law, upon reasonable notice it notice, the Company shall (afford to Parent and Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and records and the Company shall cause furnish promptly to Parent and Parent’s Representatives such information concerning its Subsidiaries to) afford business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives reasonable access, during normal shall conduct any such activities in such a manner as not to interfere unreasonably with the business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment operations of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements shall not be obligated to provide such access or other arrangements with Parent to allow such disclosure, but only information if the Company determines, with the advice of its outside legal counsel, but in its sole discretionreasonable judgment, that doing so doing will fully preserve would violate applicable Law or a Contract having an express confidentiality provision, or waive the protection of an attorney-client privilege or other legal privilege; provided further. Without limiting the foregoing, howeverin the event that the Company does not provide access or information in reliance on the immediately preceding sentence, that any information provided it shall provide notice to Parent and/or Merger Sub that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law or a Contract having an express confidentiality provision or risk waiver of such privilege. All requests for information made pursuant to this Section 5.03 5.07 shall be directed to the Person designated by the Company. Until the Final Effective Time, the information provided will be subject to the terms of the letter agreement dated as of March 7, 2012, by and between the Company and Parent (as amended from time to time, the “Parent Confidentiality Agreement”) and the letter agreement dated as of July 12, 2012, by and among the Company and Parent (as amended from time to time, together with the Parent Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreements”).

Access to Information; Confidentiality. The (a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIII, (i) the Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries and each of their respective Representatives (collectively, “Company Representatives”) to) , afford to Parent and its Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) reasonable access, during normal business hours until and in a manner as shall not unreasonably interfere with or disrupt the earlier business or operations of the Effective Time and the date this Agreement is terminated pursuant to Article VIICompany or any Subsidiary thereof, to such information regarding the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records (including Tax Returns and supporting documentation), contracts and other assets of the Company and its Subsidiaries as may reasonably be requested by Parent Subsidiaries, and (ii) the Company shall, and shall cause its executive officers Subsidiaries and the Company Representatives to, furnish promptly to Parent, Merger Sub and the Parent Representatives such information concerning the business, properties, Contracts, assets, liabilities, personnel and other relevant personnel aspects of the Company and each of its Subsidiaries as Parent, Merger Sub or any Parent Representative may reasonably request from time to time. All requests for such access and information shall be reasonably available made to Parent to respond to reasonable questions regarding such information or agents of the Business generally; provided, however, that Company as the Company may restrict the foregoing designate, who will be solely responsible for coordinating all such requests and all access and assistance to the extent thatpermitted hereunder. Neither Parent, in the reasonable judgment Merger Sub, nor any Parent Representative shall contact any of the Companyemployees, (a) any applicable Law requires customers, landlords, licensors, or suppliers of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, the Offer, or the Merger, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such agents of the Company as the Company may designate. Neither the Company nor any of its Subsidiaries shall be required to restrict or prohibit provide access to any or disclose information where such properties access or information, (b) disclosure would jeopardize the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss protection of attorney-client privilege; , breach any binding agreement, or contravene any applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided furtherin a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, however, that with respect to this clause (c), if requested by Parent, or limit or otherwise affect the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided remedies available to Parent and/or or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The (a) Except (i) as otherwise prohibited by applicable Law or the terms of any Contract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company agrees Entities shall use reasonable best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that upon does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company Entities have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable notice it best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the restrictions or limitations as are reasonable in response to any Pandemic, including the adoption of any Pandemic Measures, the Company Entities shall (and shall cause the Company Subsidiaries and their respective Representatives to, solely for purposes that are, in good faith, related to the consummation of the Mergers (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company and its Subsidiaries towith the Parent Entities and their Affiliates, and at the Parent Entities’ expense: (x) afford provide to the Parent Entities and its their respective Representatives (including Debt Financing Sources and Preferred Equity Investors) reasonable access, during normal business hours until and upon reasonable prior notice to the earlier Company Entities by the Parent Entities, to the officers, employees, properties and offices and other facilities of the Effective Time Company Entities and the date this Agreement is terminated pursuant Company Subsidiaries, and to Article VII, the material books and records thereof and (y) furnish promptly to the Parent Entities such information regarding concerning the business, properties, Contracts, assets, liabilities and personnel of the Company Entities and its the Company Subsidiaries as the Parent Entities or their respective Representatives may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or request. In the Business generally; provided, however, event that the Company may restrict Entities or the Company Subsidiaries are withholding access or information requested by the Parent Entities or their respective Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company Entities shall give notice to the Parent Entities of such fact, shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company Entities, the Company Subsidiaries or any of their respective Representatives to provide (I) any of the foregoing access and assistance information to the extent thatrelated to the negotiation of this Agreement or, except as expressly set forth in the reasonable judgment Section 7.03, any Acquisition Proposal or any deliberation of the CompanyExecutive Committee or the Special Committee regarding any Acquisition Proposal or Adverse Recommendation Change, as applicable or (aII) any applicable Law requires opinion to the Parent Entities. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the conduct of the business of the Company Entities and the Company Subsidiaries or its otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Entities or the Company Subsidiaries of their normal duties or (B) create a risk of damage or destruction to restrict any property or prohibit assets of the Company Entities or the Company Subsidiaries. Any access to any such the properties or information, (b) of the information is Company Entities and the Company Subsidiaries will be subject to confidentiality obligations to a third party that would be breached by such disclosure, Company Entity’s or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub Subsidiary’s reasonable security measures and insurance requirements. All requests for access pursuant to this Section 5.03 shall 7.02 must be subject directed to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms specified Representatives of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant Company Entities from time to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretotime.

Access to Information; Confidentiality. (a) The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries to, (i) afford provide to Parent and its Representatives access at reasonable accesstimes upon prior notice to the officers, during normal business hours until the earlier employees, properties, books and records of the Effective Time Company and the date this Agreement is terminated pursuant to Article VIIits Subsidiaries, to and (ii) furnish promptly such information regarding concerning the Company and its Subsidiaries as Parent or its Representatives may reasonably be requested by request. Parent shall, and shall cause its executive officers Subsidiaries to, (i) provide to the Company and other relevant personnel its Representatives access at reasonable times upon prior notice to be reasonably available to the officers, employees, properties, books and records of the Parent to respond to reasonable questions regarding Entities and their respective Subsidiaries, and (ii) furnish promptly such information concerning the Parent Entities and their respective Subsidiaries as the Company or its Representatives may reasonably request. Notwithstanding the foregoing, neither Parent nor the Company shall not be required to provide such access if it reasonably determines that it would (A) materially disrupt or impair the business or operations of Parent or the Business generally; providedCompany, howeveras applicable, or any of its respective Subsidiaries, (B) cause a violation of any Company Material Contract or Parent Material Contract, (C) constitute a violation of any applicable Law or (D) cause a material risk of disclosure of any information that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of Parent or the Company, (a) as applicable, would result in the disclosure of any applicable Law requires trade secrets of third parties. Nothing herein shall require the Company or its Parent or any of their respective Subsidiaries to restrict or prohibit access disclose information to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any extent such information or document could would result in the loss a waiver of attorney-client privilege; , work product doctrine or similar privilege or violate any confidentiality obligation of such party existing as of the date of this Agreement (provided furtherthat such party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, howeveras applicable). Notwithstanding the foregoing, that with respect no Company Response Action or Parent Response Action shall be deemed to violate or breach this clause (c), if requested by Parent, Section 5.3 in any way or serve as a basis for Parent or the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in their respective Affiliates to terminate this Agreement or the conditions hereunder to the obligations of the parties hereto.assert that any condition in Article VI shall not have been satisfied. 55

Access to Information; Confidentiality. The Company agrees that (a) Between the date of this Agreement and the Effective Time, upon reasonable notice it the Company shall (and shall cause each of its Subsidiaries to) afford (i) give Parent, Purchaser and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access to all plants, offices, warehouses and other facilities and to all contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, records and affairs of the Company and its Subsidiaries, whether located on the premises of the Company or one of its Subsidiaries or at another location; (ii) furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of Federal securities laws or regulations; (iii) permit Parent and Purchaser to make such inspections as they may require; (iv) cause its Representatives reasonable access, during normal business hours until the earlier of the Effective Time officers and the date this Agreement is terminated pursuant officers of its Subsidiaries to Article VIIfurnish Parent and Purchaser such financial, operating, technical and product data and other information with respect to such information regarding the business and properties of the Company and its Subsidiaries as Parent and Purchaser from time to time may reasonably request, including without limitation financial statements and schedules; (v) allow Parent and Purchaser the opportunity to interview such employees, vendors, customers, sales representatives, distributors and other personnel of the Company with the Company's prior written consent, which consent shall not be requested unreasonably withheld; and (vi) assist and cooperate with Parent and Purchaser in the development of integration plans for implementation by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallySurviving Corporation following the Effective Time; providedPROVIDED, howeverHOWEVER, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub no investigation pursuant to this Section 5.03 6.2 shall affect or be subject deemed to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed modify any representation or warranty made by the CompanyCompany herein. Until the Effective Time, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information materials furnished to Parent pursuant to this Agreement will affect any of Section 6.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretotransactions contemplated hereby.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to) , afford Parent to Parent, and its Representatives to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access, access during normal business hours until during the period prior to the earlier of the Effective Time and the date termination of this Agreement to all of its and its Subsidiaries’ properties, books and records and to those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shall furnish to Parent, as promptly as reasonably practicable, all financial, operating and other data and information concerning its and its Subsidiaries’ business, properties and personnel as Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or conflict with or violate any Law (including antitrust Laws) or any Contract to which the Company or any of its Subsidiaries is terminated a party (provided that the Company shall in such event use reasonable best efforts to avoid such constraints on disclosure, including entering into a joint defense agreement in customary form). No investigation or access permitted, or knowledge obtained, pursuant to Article VIIthis Section 7.01 shall affect or be deemed to modify any representation, to such information regarding warranty, covenant or agreement made by the Company hereunder or otherwise prejudice in any way the rights and its Subsidiaries as may reasonably remedies of Parent or Sub hereunder, nor shall any such investigation, access or knowledge be requested deemed to affect or modify Parent’s or Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, Parent shall, in accordance with the Confidentiality Agreement, keep confidential and not disclose, and shall cause its executive officers officers, employees, accountants, counsel, consultants, financial advisors and other relevant personnel Representatives to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedkeep confidential and not disclose, however, that the Company may restrict the foregoing access and assistance to the extent that, all Confidential Information (as defined in the reasonable judgment of the Company, (aConfidentiality Agreement) any applicable Law requires directly or indirectly received from the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoRepresentatives.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford Parent to the Acquiring Parties and its Representatives all reasonable access, at the Acquiring Parties’ sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to in accordance with the terms of Article VIIVIII, to such information regarding the properties, personnel, contracts, books and records (including Tax Returns and workpapers) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries (including accounting, tax, financing, operating, environmental and other data and information) as may reasonably be requested requested, including, but not limited to, such access and information reasonably required by Parent the Acquiring Parties and shall cause its executive officers their respective Representatives in connection with the Arriver/Non-Arriver Separation Planning and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyNon-Arriver Extraction; provided, however, that nothing herein shall require the Company may restrict the foregoing access and assistance or any of its Subsidiaries to disclose any information to the extent thatAcquiring Parties or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (ai) any applicable Law requires cause significant competitive harm to the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationif the transactions contemplated by this Agreement are not consummated, (bii) violate applicable Law or the information provisions of any agreement to which the Company or any of its Subsidiaries is subject to confidentiality obligations to a third party that would be breached by such disclosure, as of the date hereof or (ciii) disclosure of jeopardize any such information or document could result in the loss of attorney-client or other legal privilege; provided provided, in each case, that the Company shall give the Acquiring Parties notice of any information so withheld and the parties hereto shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely to cause significant competitive harm, violate applicable Law or Contract or cause any waiver of privilege; provided, further, howeverthat nothing herein shall authorize the Acquiring Parties or their respective Representatives to undertake any environmental testing involving the sampling of soil, that with respect groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. Notwithstanding anything herein to this clause (c), if requested by Parentthe contrary, the Company will enter into joint defense agreements shall not be required to provide access or other arrangements with Parent make any disclosure to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub Acquiring Parties pursuant to this Section 5.03 shall be subject 6.4 to the Confidentiality Agreementextent that such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the terms of which shall continue to applyone hand, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of and any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality AgreementAcquiring Parties or any of their respective Affiliates, on the terms of the Confidentiality Agreement shall controlother hand, are adverse parties. No review of information investigation or access permitted pursuant to this Agreement will Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Each of the representations Acquiring Parties agrees that it will not, and will cause its Representatives and Affiliates (including Merger Sub) not to, use any information obtained pursuant to this Section 6.4 for any competitive or warranties other purpose unrelated to the consummation of the parties hereto contained in transactions contemplated by this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall to (i) permit Park Sterling and shall cause its Subsidiaries to) afford Parent Park Sterling’s Representatives to visit and its Representatives reasonable access, during normal business hours until inspect or investigate the earlier properties of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its the Company’s Subsidiaries as to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably be requested by Parent request and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing (ii) provide Park Sterling with access and assistance to the extent thatRepresentatives, in the reasonable judgment of the Company, (a) vendors and any applicable Law requires others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to restrict discuss the affairs, business, operations, condition, finances and accounts of the Company or prohibit access its Subsidiaries and for integration planning (and the Company shall cause such Subsidiaries, Representatives and vendors to any cooperate with such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (cdiscussions), if requested by Parent, the Company will enter into joint defense agreements all upon reasonable notice and at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub investigation pursuant to this Section 5.03 6.2 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, the Bank and the Company’s Subsidiaries, and nothing herein shall require any Representative of the Company to disclose any information to the extent (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of privilege to the Company or any Subsidiary (provided, that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to rely on the representations and warranties of the Company. The Company agrees to distribute any notices requested by Park Sterling, including any and all notices to employees of the Company or its Subsidiaries in a form approved by Park Sterling and reasonably acceptable to the Company. In addition any communications by the Company or its Subsidiaries with its employees shall be subject to prior review and comment by Park Sterling and none of the Confidentiality Agreement, the terms Company or any of which its Subsidiaries shall continue make any promises or commitments to apply, except as otherwise agreed its employees with respect to employment by the Company, notwithstanding termination Park Sterling or any of this Agreement. In the event of any conflict between their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Section 5.03 (other than clause (c) above) Agreement and the terms transactions contemplated hereby shall be subject to, and the receiving Party shall in each case hold all such information in confidence in accordance with, the provisions of the confidentiality agreement, dated as of January 13, 2014, between Park Sterling and Sandler X’Xxxxx & Partners, L.P. on behalf of the Company, with each such receiving Party subject to such restrictions as the recipient (the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The During the Pre-Closing Period the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toi) afford Parent and its Parent’s Representatives reasonable access, access during normal business hours until (under the earlier supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the Effective Time business of the Company) to all of its and the date this Agreement is terminated pursuant to Article VIICompany Subsidiaries’ properties, books and records, Contracts, personnel, advisors and facilities, and (ii) furnish, as promptly as reasonably practicable, to such Parent all information regarding concerning its and the Company Subsidiaries’ business, properties and its Subsidiaries personnel as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or request. Notwithstanding the Business generally; providedimmediately preceding sentence, however, that the Company may restrict the foregoing shall not be required to afford access and assistance or furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other Person, (ii) any Company Takeover Proposal or (iii) any Intervening Event, (c) the Company in good faith determines, light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health or safety of any employee of the Company or the Company Subsidiaries or any of the Company’s Representatives or (d) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or violate applicable Law; provided that, in the reasonable judgment case of the Company, clauses (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, and (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (cd), if requested by Parent, the Company will enter use its reasonable best efforts to obtain any required consents for the disclosure of such information and/or otherwise take such other reasonable action (including entering into a joint defense agreements agreement or other arrangements similar arrangement) with respect to such information as is necessary to permit disclosure to Parent to allow without jeopardizing such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any privilege or violating applicable Law or confidentiality agreement. All information provided to Parent and/or Merger Sub exchanged pursuant to this Section 5.03 6.01 shall be subject to the confidentiality letter agreement dated December 12, 2021 between the Company and Parent, as amended (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon Upon reasonable notice it and subject to (i) restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of products and services or information relating to specific customers or other competitively sensitive information, the Company shall, and shall cause each of its subsidiaries to afford, to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access during normal business hours, during the period prior to the earlier of the termination of this Agreement and the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries subsidiaries to) afford Parent furnish promptly to Parent, Fimalac-U.S. or Acquisition Sub all information concerning its business, properties and its Representatives reasonable accesspersonnel as Parent, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as Fimalac-U.S. or Acquisition Sub may reasonably be requested by Parent request, and each shall cause its executive officers make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment professionals) for discussion of the Company's business, (a) any applicable Law requires the Company properties and personnel as Parent, Fimalac-U.S. or its Subsidiaries to restrict or prohibit access to any Acquisition Sub may reasonably request. Any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested investigation by Parent, the Company will enter into joint defense agreements Fimalac-U.S. or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Acquisition Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will not affect any of the representations or warranties of the parties hereto Company contained in this Agreement Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "Confidentiality Letter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, Parent shall, upon written request of the Company, destroy or the conditions hereunder collect and deliver to the obligations Company all documents obtained by it or any of the parties heretoits representatives pursuant to this Section 6.2 then in their possession and any copies thereof.

Access to Information; Confidentiality. The (a) Between the date of this Agreement and the Closing, the Company agrees that upon shall use commercially reasonable notice it shall (and shall cause its Subsidiaries to) efforts to afford Parent the Buyer and its Representatives professional advisors reasonable access, access during normal business hours until the earlier and upon reasonable prior notice to all of the Effective Time properties, personnel, contracts and the date this Agreement is terminated pursuant to Article VIIagreements, to such information regarding books and records of the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably promptly deliver or make available to Parent the Buyer information concerning the business, properties, assets and personnel of the Company and the Subsidiaries as the Buyer may from time to respond to reasonable questions regarding such information or the Business generallytime reasonably request; provided, however, that the Company may restrict the foregoing such access and assistance to the extent that, in the reasonable judgment or request shall not unreasonably interfere with any of the Company, (a) any applicable Law requires businesses or operations of the Company or any of its Subsidiaries; provided, further, that the auditors and accountants of the Company and its Subsidiaries shall not be obligated to restrict or prohibit make any work papers available to any Person unless and until such Person has executed a customary agreement related to such access to any work papers in form and substance reasonably satisfactory to such properties auditors or informationaccountants. The Buyer shall hold, and shall cause its professional advisors to hold, all Evaluation Material (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result as defined in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, between Triarc Companies, Inc. and the Buyer dated February 14, 2007 (the “Confidentiality Agreement”) or the Confidentiality Agreement, between Triarc Companies, Inc. and Bear, Xxxxxxx & Co. Inc., dated February 16, 2007 (the “Bear Xxxxxxx Confidentiality Agreement”), as applicable) in confidence in accordance with the terms of which shall continue to applythe Confidentiality Agreement or the Bear Xxxxxxx Confidentiality Agreement, except as otherwise agreed by applicable, and, in the Company, notwithstanding event of the termination of this Agreement. In Agreement for any reason, the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and Buyer promptly shall return all Evaluation Material in accordance with the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that Subject to the Confidentiality Agreement, and subject to applicable law, upon reasonable notice it shall (notice, each of Parent, AcquisitionCo and the Company shall, and shall cause its respective Subsidiaries to) , afford Parent to each other and its Representatives their respective officers, directors, employees, accountants, counsel, financial advisors and other agents and representatives (collectively, “Representatives”), reasonable access, access (during normal business hours until hours, upon reasonable prior notice and in accordance with procedures reasonably established by, and in a manner as shall not unreasonably interfere with the business or operations of, the Parent, AcquisitionCo, Company or any of their respective Subsidiaries, as applicable) during the period prior to the earlier of the Effective Time or the termination of this Agreement to all its respective properties, books, contracts, commitments, personnel and records and, during such period, each of Parent and the date this Agreement is terminated pursuant to Article VIICompany shall, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause each of its executive officers respective Subsidiaries to, furnish promptly to the other all other information concerning its business, properties and other relevant personnel to be reasonably available to as Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub reasonably request. No review pursuant to this Section 5.03 5.1 shall be subject affect any representation or warranty made by any Party or any certificate delivered pursuant hereto. Each Party will hold, and will cause its respective Representatives and affiliates to the Confidentiality Agreementhold, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and nonpublic information in accordance with the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information Any such investigation pursuant to this Agreement will affect Section 5.1 shall be conducted in such a manner as not to interfere unreasonably with the business or operations of Parent, AcquisitionCo or the Company, as the case may be. No Party shall conduct any core sampling or other invasive environmental testing without prior written approval of the other Party. No Party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the representations or warranties attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, no Party shall be required to disclose personnel records relating to individual performance or evaluation records, medical histories, or other information the disclosure of which would violate applicable law. To the extent practicable, the parties hereto contained will make appropriate substitute disclosure arrangements under circumstances in this Agreement or which the conditions hereunder to the obligations restrictions of the parties heretopreceding sentence apply.

Access to Information; Confidentiality. The Company agrees that upon shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable notice it shall access (including for the purpose of coordinating integration and shall cause its Subsidiaries to) afford Parent transition planning activities with the employees of the Company and its Representatives reasonable access, Subsidiaries) during normal business hours until and upon reasonable prior notice to the earlier of Company during the period prior to the Effective Time and or the date termination of this Agreement to all its and its Subsidiaries’ properties, books, Contracts, personnel and records but only to the extent that such access is terminated pursuant to Article VII, to such information regarding not prohibited by applicable Legal Provisions and does not unreasonably interfere with the business or operations of the Company and its Subsidiaries Subsidiaries, and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it after the date of this Agreement pursuant to the requirements of Federal or state securities laws, other than any such report, schedule, registration statement or other document that is available in unredacted form on XXXXX, (b) a copy of each correspondence or written communication, other than immaterial correspondence and written communication, with any United States Federal or state Governmental Entity and (c) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing shall not be required to (or to cause any of its Subsidiaries to) afford such access and assistance or furnish such copies or other information to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that doing so would be breached by such disclosure, or (c) disclosure of any such information or document could result in a violation of applicable Legal Provisions or the loss of attorney-client privilege; privilege (provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent shall use its reasonable best efforts to allow for such disclosure, but only if the Company determines, with the advice access or disclosure in a manner that does not result in a violation of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the applicable Legal Provisions or loss of attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed ). Except for disclosures expressly permitted by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the terms of Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and shall controlotherwise comply with the Confidentiality Agreement with respect to such information. No review of investigation pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company covenants and agrees that upon reasonable notice it shall (to afford to Parent and shall to cause its Subsidiaries to) to afford Parent to Parent, and its Representatives reasonable accountants, counsel, financing sources and other representatives, full access, during normal business hours from the date hereof until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VIITime, to such all properties, premises, books, contracts, records, financial and operating data, projections, forecasts, business plans, strategic plans, management, personnel, accountants, representatives, and other information regarding relating to the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or Subsidiaries. Notwithstanding the Business generally; providedforegoing, however, that neither the Company may restrict the foregoing nor any of its Subsidiaries shall be required to provide access and assistance to the extent that, in the reasonable judgment of or to disclose information where such access or disclosure would impose an unreasonable burden on the Company, (a) any applicable Law requires Subsidiary or any employee of the Company or its Subsidiaries to restrict or prohibit access to any such properties Subsidiary or informationwould violate or prejudice the rights of the customers of the Company or any Subsidiary, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of jeopardize any such information or document could result in the loss of attorney-client privilege; provided furtherprivilege or contravene any law, howeverrule, that with respect to this clause (c)regulation, if requested by Parentorder, the Company will enter judgment, decree, fiduciary duty or binding agreement entered into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject prior to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In the event of termination of this Agreement, Parent, Acquisition Sub and the Company will deliver to the appropriate party all documents, work papers and other material so obtained before or after the execution hereof and will not themselves use, directly or indirectly, any conflict between information so obtained or otherwise obtained from the Company, Parent or Acquisition Sub hereunder, or in connection herewith, and will use their reasonable best efforts to have all such information kept confidential and not used in any way detrimental to the Company, Parent or Acquisition Sub. The Company agrees to cause its and its Subsidiaries' officers, employees, consultants, agents, accountants and attorneys to cooperate with the Parent, Acquisition Sub and their accountants, counsel, financing sources and other representatives in connection with such investigation of the Company and its Subsidiaries, including the preparation by Parent, Acquisition Sub and their financing sources of any offering memorandum or related documents. No investigation by the Parent or Acquisition Sub heretofore or hereafter made shall modify or otherwise affect any representations and warranties of the Company, which shall survive any such investigation in accordance with the terms of this Section 5.03 (other than clause (c) above) and Agreement, or the terms conditions to the obligation of the Parent and Acquisition Sub to consummate the transactions contemplated hereby. The obligations of Parent and Acquisition Sub under this Section 4.3 are in addition to and not in limitation of the obligations of Citicorp Venture Capital, Ltd. under its letter agreement dated May 5, 1999 with The Robixxxx-Xxxxxxxx Xxxpany, LLC as financial advisor to, and on behalf of the Company (the "Confidentiality Agreement"), and each of Parent and Acquisition Sub hereby agrees to be bound by the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretosame extent as though it were a signatory thereto.

Access to Information; Confidentiality. The Company agrees that upon shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, access during normal business hours until during the period prior to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIall of its and its Subsidiaries’ properties, books and records and to those employees of the Company to whom Parent reasonably requests access, and, during such period, the Company shall furnish, as promptly as practicable, to such Parent all information regarding the Company concerning its and its Subsidiaries Subsidiaries’ business, properties and personnel as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel request (including the right to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedconduct Phase I Environmental Site Assessments, it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any environmental testing or sampling). Notwithstanding the foregoing, neither the Company may restrict nor any of its Subsidiaries shall be required to provide access to or disclose information where the foregoing Company reasonably determines that such access and assistance to or disclosure would jeopardize the extent that, in the reasonable judgment attorney-client privilege of the CompanyCompany or any of its Subsidiaries or contravene any Law or any Contract to which the Company or any of its Subsidiaries is subject. The parties shall make appropriate substitute disclosure arrangements in circumstances where the previous sentence applies. Except for disclosures expressly permitted by the terms of that certain confidentiality letter agreement dated as of February 3, 2010, between Parent and the Company (a) any applicable Law requires as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Subsidiaries to restrict Representatives, directly or prohibit access to any such properties or informationindirectly, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that confidence in accordance with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Subject to compliance with applicable Laws, the Company agrees that shall give the Purchaser, the Guarantor and their respective officers, employees, directors, agents, advisors, representatives, lenders and potential lenders (a) upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives notice, reasonable access, access during normal business hours until to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and Leases, and (iv) senior personnel, so long as the earlier access does not unduly interfere with the Ordinary Course conduct of the Effective Time business of the Company; and (b) such financial and operating data or other information with respect to the date this Agreement is terminated pursuant to Article VII, to such information regarding assets or business of the Company and its Subsidiaries as may the Purchaser from time to time reasonably be requested by Parent requests. Subject to compliance with applicable Laws and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or requests not unduly interfering with the Business generally; provided, however, that Ordinary Course conduct of the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment business of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements also make available to Purchaser, Guarantor and their respective officers, employees, directors, agents, advisors and representatives, information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company, the Purchaser and the Guarantor following completion of the Arrangement. Investigations made by or other arrangements with Parent to allow such disclosureon behalf of the Purchaser, but only if whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company determinesin this Agreement. Without limiting the generality of the provisions of the Confidentiality Agreement, with the advice of its outside legal counsel, but in its sole discretion, Purchaser acknowledges that so doing will fully preserve the attorney-client privilege; provided further, however, that any all information provided to Parent and/or Merger Sub it under this Section 4.5, or otherwise pursuant to this Section 5.03 shall be Agreement or in connection with the transactions contemplated hereby, is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of the terms of which shall continue to applyConfidentiality Agreement, except as otherwise agreed by the Company, notwithstanding this Agreement or any termination of this Agreement. In the event of If any conflict between the terms provision of this Section 5.03 (other than clause (c) above) and the terms Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the terms provisions of this Agreement will supersede those of the Confidentiality Agreement shall control. No review but only to the extent of information pursuant to this the conflict or inconsistency and all other provisions of the Confidentiality Agreement will affect any of the representations or warranties of the parties hereto contained remain in this Agreement or the conditions hereunder to the obligations of the parties heretofull force and effect.

Access to Information; Confidentiality. The Subject to applicable Laws relating to the exchange of information (including, but not limited to, any Antitrust Law), each of the Company agrees that upon reasonable notice it shall (and Parent shall, and shall cause each of its Subsidiaries to) , afford Parent to the other party and its Representatives representatives reasonable access, access during normal business hours until the earlier to all of the Effective Time its and the date this Agreement is terminated pursuant to Article VIIits Subsidiaries’ properties, to such information regarding commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives and each of the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers furnish promptly to the other (i) a copy of each report, schedule and other relevant personnel document filed or submitted by it pursuant to be reasonably available to Parent to respond to reasonable questions regarding such information the requirements of Federal or state securities Laws (other than any public filing with the Business generally; provided, however, that SEC made via the SEC’s Xxxxx filing system) and a copy of any communication (including “comment letters”) received by the Company or Parent, as the case may restrict be, from the foregoing access SEC concerning compliance with securities Laws and assistance to the extent that(ii) all other information concerning its and its Subsidiaries’ business, in the reasonable judgment of properties and personnel as Parent or the Company, (a) any applicable Law requires as the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationcase may be, (b) the information is subject to confidentiality obligations to a third party that would be breached may reasonably request. Except for disclosures permitted by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, dated as of May 23, 2008, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent and the Company and each of their Representatives shall hold information received from the other pursuant to this Section 5.7 in confidence in accordance with the terms of the Confidentiality Agreement shall controlAgreement. No review of investigation, or information received, pursuant to this Agreement Section 5.7 will affect modify any of the representations or and warranties of the parties hereto contained Company or Parent. Neither Company nor Parent, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would, based on the advice of counsel, cause the attorney-client privilege of such party or its Subsidiaries to be inapplicable or violate, in this Agreement any material respect, any law, rule, regulation, order, judgment, decree or the conditions hereunder binding agreement entered into prior to the obligations date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the parties heretopreceding sentence apply.

Access to Information; Confidentiality. The (a) Except as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company agrees that upon reasonable notice it shall (and shall cause its the Company Subsidiaries to), under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) afford provide to Parent and its Representatives reasonable access, during normal business hours until and upon reasonable prior notice to the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VIICompany by Parent, to such information regarding the officers, employees, agents, properties, offices and other facilities of the Company and its the Company Subsidiaries and to the books and records thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably be request; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would result in (A) the violation of applicable law, (B) the loss or waiver of any attorney-client (or other legal) privilege, (C) the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger or (D) the breach or violation of the provisions of any Contract to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions); provided, further, that, in the case of the foregoing clause (A), the Company shall use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding if applicable, by entering into a customary joint defense agreement that would alleviate such information or the Business generally; providedloss of privilege, however, that the Company may restrict the foregoing access and assistance to the extent thatand, in the reasonable judgment case of the Companyforegoing clause (C), (a) any applicable Law requires the Company shall use its reasonable best efforts to allow for such access or its Subsidiaries to restrict disclosure (or prohibit access to any such properties or information, (bas much of it as possible) the information is subject to confidentiality obligations to in a third party manner that would be breached by such disclosure, or (c) disclosure of any such information or document could not result in the loss disclosure of attorney-client privilege; materials provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements Board or other arrangements with Parent to allow such disclosure, but only if resolutions or minutes of the Company determinesBoard, in each case, related to or in connection with the advice Company Board’s consideration of its outside legal counselthe Merger, but in its sole discretionincluding if applicable, that so doing will fully preserve the attorney-client privilege; provided furtherby redacting any portions of such materials, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject minutes or resolutions related to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms Company Board’s consideration of the Confidentiality AgreementMerger where such materials, minutes or resolutions include matters that are not related to the terms Company Board’s consideration of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoMerger.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries each Company Subsidiary to) , afford to Parent and its to the officers, employees, accountants, counsel, financial advisors and other Representatives of Parent, reasonable access, access during normal business hours until during the earlier of period before the Effective Time to all their respective properties, books, contracts, commitments, personnel and the date this Agreement is terminated pursuant to Article VIIrecords and, to during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers each Company Subsidiary to, furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other relevant document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel to be as such other party may reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that such access does not unreasonably disrupt the normal operations of the Company may restrict or any Company Subsidiary. This Section 6.02 shall not require the foregoing access and assistance Company or any Company Subsidiary to the extent thatpermit any access, or to disclose any information, that in the reasonable judgment of the Company, such party would reasonably be expected to result in (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (bi) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality if such information party shall have used reasonable best efforts to obtain the consent of such third party to such inspection or document could result in disclosure, (ii) the loss of attorney-client privilege; provided further, however, that privilege with respect to this clause such information (c)provided, if requested by Parentthat each party shall use all reasonable efforts, such as the Company will enter entry into a joint defense agreements agreement, to permit such access or disclosure without the loss of such privilege) or (iii) in the case of documents or portions of documents relating to pricing or other arrangements with Parent matters that are highly sensitive, a Governmental Authority alleging that providing such information violates antitrust Law. If any material is withheld by such party pursuant to allow the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld and use reasonable best efforts to provide appropriate alternative disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any . All information provided to Parent and/or Merger Sub exchanged pursuant to this Section 5.03 6.02 shall be subject to the Mutual Confidential Disclosure Agreement dated March 1, 2023 between the Company and Parent (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford Parent reasonable access to Parent’s Representatives, in a manner not disruptive to the operations of the business of the Company and its Representatives reasonable accessSubsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to the personnel, agents, properties, books and records of the Effective Time Company and the date this Agreement is terminated pursuant to Article VIIits Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information regarding concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequested; provided, however, that nothing herein shall require the Company may restrict the foregoing access and assistance or any of its Subsidiaries to the extent thatdisclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (ai) any applicable Law requires cause significant competitive harm to the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationif the transactions contemplated by this Agreement are not consummated, (bii) violate Applicable Law or the information provisions of any Contract to which the Company or any of its Subsidiaries is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (ciii) disclosure of jeopardize any such information or document could result in the loss of attorney-client client, attorney work product or any other legal privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements . No investigation or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub access permitted pursuant to this Section 5.03 6.5(a) shall affect or be subject deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Each of the September 2018 Confidentiality Agreement, Agreement and the terms of which February 2019 Confidentiality Agreement shall continue apply with respect to apply, except as otherwise agreed information furnished by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) its investment adviser, its Subsidiaries and the terms of the Confidentiality AgreementCompany’s officers, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoemployees and other Representatives hereunder.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (Subject to applicable Law and shall cause its Subsidiaries to) afford Parent any applicable Judgment, between the date of this Agreement and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIISection 8.01, upon reasonable notice, the Company shall, and shall cause the Company Subsidiaries to, afford to such information regarding Parent and Parent’s Representatives and Debt Financing Sources reasonable access during normal business hours to the officers, employees, agents, properties, books, Contracts and records of the Company and its the Company Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement or any similar transaction with a third party or, except as may reasonably be requested by Parent expressly provided in Section 5.02, to any Company Takeover Proposal) and the Company shall, and shall cause its executive officers and other relevant personnel to be reasonably available the Company Subsidiaries to, furnish promptly to Parent to respond to reasonable questions regarding and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or the Business generally; provided, however, that operations of the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilegeSubsidiaries; provided further, however, that with respect to this clause (c), if requested by Parent, neither the Company will enter into joint defense agreements nor any Company Subsidiary shall be obligated to provide such access or other arrangements with Parent to allow such disclosure, but only information if the Company determines, with the advice of its outside legal counsel, but in its sole discretionreasonable judgment, that doing so doing will fully preserve is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege; provided further, howeverattorney work product protection or other legal privilege held by the Company. In any such event, the Company shall, and shall cause the Company Subsidiaries to, use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that any would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. All requests for information provided to Parent and/or Merger Sub made pursuant to this Section 5.03 6.02 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the letter agreement dated as of October 18, 2018, by and among the Company and Brookfield Infrastructure Group LLC (the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (Each Principal Party shall, and shall cause each of its Subsidiaries to, throughout the period from the date hereof to the Effective Time, (i) afford Parent provide the other Principal Party and its Representatives reasonable with full access, upon reasonable prior notice and during normal business hours until hours, to all officers, employees, agents and accountants of such Principal Party and its Subsidiaries and their respective assets, properties, books and records, but only to the earlier extent that such access does not unreasonably interfere with the business and operations of the Effective Time such Principal Party and the date this Agreement is terminated its Subsidiaries, and (ii) furnish promptly to such persons (i) a copy of each report, statement, schedule and other document filed or received by such Principal Party or any of its Subsidiaries pursuant to Article VIIthe requirements of federal or state securities laws and each material report, to statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (ii) all other information and data (including, without limitation, copies of Contracts, Inprise Employee Benefit Plans or Corel Employee Benefit Plans, as the case may be, and other books and records) concerning the business and operations of such information regarding the Company Principal Party and its Subsidiaries as the other party or any of such other persons reasonably may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance request. Notwithstanding anything herein to the extent thatcontrary, nothing herein shall require any Principal Party or any of its Subsidiaries to disclose any information to the other Principal Party or any of its Representatives if such disclosure would be in the reasonable judgment violation of the Company, (ai) any applicable Law requires the Company law or its Subsidiaries to restrict regulation of any Governmental or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureRegulatory Authority, or (cii) disclosure of any agreement to which such information or document could result in Principal Party is a party on the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub date hereof. No investigation pursuant to this Section 5.03 paragraph or otherwise shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations representation or warranties of the parties hereto warranty contained in this Agreement or the conditions hereunder any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.01 that constitutes "Confidential Information" (as such term is defined in the letter agreement dated as of January 11, 2000 between Inprise and Corel (the "Confidentiality Agreement") shall be governed by the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. The (a) To the extent not restricted by third-party agreement or applicable law, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford shall, subject to any necessary third-party approvals, allow the Parent and its Representatives officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access, access during normal business hours until the earlier of the Effective Time hours, at Parent’s sole risk and the date this Agreement is terminated pursuant to Article VIIexpense, to such information regarding all facilities, properties, personnel, books and records of the Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and the Company Subsidiaries as may reasonably of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, the Company shall not be requested by Parent and shall cause its executive officers and other relevant personnel required to be reasonably available provide access to Parent to respond to reasonable questions regarding or otherwise disclose information if such information is subject to, or the Business generallysuch access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations; provided, however, that the Company may restrict shall use its reasonable best efforts to (A) obtain the foregoing required consent of any third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and assistance the Company or (C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the extent that, in completion of the reasonable judgment Merger without the prior written consent of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would which consent shall not be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretounreasonably withheld.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to Law, the Company, for purposes of enabling Parent to verify the representations and warranties of the Company and/or to prepare for the Integrated Mergers and the other matters contemplated by this Agreement shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent, access, during normal business hours during the period from the date hereof to the Effective Time, to all of the Company’s properties, books, contracts, commitments, personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company agrees that upon reasonable notice it shall (cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company shall, and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably promptly make available to Parent to respond to reasonable questions regarding such information (i) a copy of each report, schedule, registration statement and other document filed or the Business generally; provided, however, that received by the Company may restrict the foregoing access and assistance during such period pursuant to the extent thatrequirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under Law) and (ii) all other information concerning the Company’s business, in properties and personnel as Parent may reasonably request. Neither the reasonable judgment Company nor any of its Subsidiaries shall be required to provide access to or to disclose (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement or (y) information where such access or disclosure would violate or prejudice the rights of the Company’s customers, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve jeopardize the attorney-client privilege; provided further, however, that any privilege or the right to assert the work product doctrine of the institution in possession or control of such information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject (after giving due consideration to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event existence of any conflict common interest, joint defense or similar agreement between the terms of this Section 5.03 (other than clause (cparties) above) and or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the terms date hereof. The Company will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretopreceding sentence apply.

Access to Information; Confidentiality. The Subject to applicable Laws relating to the exchange of information, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Parent’s Representatives reasonable access, access during normal business hours until to the earlier officers, employees, accountants, properties, books, Contracts and records of the Effective Time Company and its Subsidiaries and the date this Agreement is terminated Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed by it pursuant to Article VII, to such the requirements of federal or state securities Laws and rules and regulations promulgated thereunder and (ii) other information regarding concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company may restrict the foregoing shall not be required to provide access and assistance to the extent thatany information or documents which would, in the reasonable judgment of the Company, (ai) breach any applicable Law requires agreement of the Company or any of its Subsidiaries to restrict or prohibit access to with any such properties or informationthird party, (bii) constitute a waiver of the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilegeor other privilege held by the Company or any of its Subsidiaries (iii) otherwise violate any applicable Laws or (iv) which would result in a competitor of the Company or any of its Subsidiaries receiving material information which is competitively sensitive; provided provided, further, however, that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information or documents and take such other action (such as the redaction of identifying or confidential information or entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) with respect to this clause (c), if requested by such information or documents as is necessary to permit disclosure to Parent and Parent’s Representatives. Until the Effective Time, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall Agreement will be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, dated as of December 31, 2007, between Parent, the record and beneficial owner of all of the outstanding capital stock of Parent, and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford Parent and its Representatives reasonable accessaccess to Parent’s Representatives, during normal business hours and upon reasonable notice, throughout the period from the date of this Agreement to the Effective Time (or until the earlier termination of the Effective Time and the date this Agreement is terminated pursuant to Article VIIin accordance with Section 7.1), to such information regarding the personnel, advisors, properties, books and records (including financial, billing and all other records) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested by Parent and requested; provided that nothing herein shall cause require the Company or any of its executive officers and other relevant personnel Subsidiaries to be reasonably available disclose any information to Parent to respond to reasonable questions regarding or Merger Sub if such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent thatdisclosure would, in the reasonable judgment of the Company, (a) any violate applicable Law requires or the provisions of any agreement to which the Company or any of its Subsidiaries to restrict is a party or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of jeopardize any such information or document could result in the loss of attorney-client or other legal privilege; provided provided, further, however, that with respect to this clause (c), if requested by Parentin each such case, the Company will enter into joint defense agreements or other arrangements shall cooperate with Parent to allow enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub information. No investigation or access permitted pursuant to this Section 5.03 5.5 shall affect or be subject deemed to modify any representation, warranty, covenant or agreement made by the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed Company hereunder. All information furnished by the Company, notwithstanding termination of this Agreement. In its Subsidiaries and the event of any conflict between the terms of Company’s officers, employees and other Representatives pursuant to this Section 5.03 (other than clause (c) above) and the terms of 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the terms of parties hereby agree and acknowledge that the restrictions in the Confidentiality Agreement shall control. No review not apply upon the execution and delivery of information pursuant to this Agreement will affect to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoin accordance with its terms.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (Subject to applicable Law and shall cause its Subsidiaries to) afford Parent any applicable Judgment, between the date of this Agreement and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIISection 7.01, upon reasonable notice, the Company shall afford to Parent and Parent’s Representatives and sources of Debt Financing reasonable access during normal business hours to the Company’s and its Subsidiaries’ Representatives, officers, employees, agents, facilities, properties, books, Contracts and records (other than any of the foregoing that related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to such information regarding any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change) and its Subsidiaries as may reasonably be requested by Parent the Company shall, and shall cause its executive officers Subsidiaries and other relevant personnel to be reasonably available direct its Representatives to, furnish promptly to Parent to respond to reasonable questions regarding and Parent’s Representatives such information or the Business generally; providedconcerning its and its Subsidiaries’ businesses, howeverpersonnel, assets, liabilities and properties as Parent may reasonably request (other than any information that the Company may restrict the foregoing access and assistance determines in its reasonable judgment relates to the extent thatnegotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change), in each case, in connection with the reasonable judgment consummation of the Transactions (including for integration planning); provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, a) the Company will enter into joint defense agreements shall not be obligated to provide such access or other arrangements with Parent to allow such disclosure, but only information if the Company determines, with in its reasonable judgment, that doing so would reasonably be expected to (i) violate or prejudice the advice rights of its outside legal counselor any of its Subsidiaries’ customers, but (ii) result in its sole discretionthe disclosure of Trade Secrets or competitively sensitive information to third parties, that so doing will fully preserve (iii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (iv) risk the loss of or waive the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (v) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action; provided furtherthat in each such case, howeverto the extent permitted by Law, the Company shall inform Parent as to the general nature of the access or information being restricted as a result thereof and use commercially reasonable efforts to provide such access or information in a manner that does not result in any of the outcomes described in the foregoing clauses (i) through (v), and (b) any physical access may be limited to the extent the Company determines in good faith that providing such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or any Subsidiary of the Company. All requests for information provided to Parent and/or Merger Sub made pursuant to this Section 5.03 5.05 shall be directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the Confidentiality Agreement, the terms of which shall continue to applythe letter agreement dated as of April 4, except as otherwise agreed 2023, by and among the Company, notwithstanding termination of this Agreement. In Nautic Partners, LLC and CPRx Holding Company, LLC (the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the “Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries each Subsidiary to) , afford Parent to Parent, and its Representatives to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, access at reasonable access, times upon reasonable prior notice during normal business hours until the earlier of period prior to the Effective Time to all of its and the date this Agreement is terminated pursuant its Subsidiaries’ facilities, properties, books and records (including stock records and access to Article VIIits transfer agent) and to those officers, to such information regarding employees and agents of the Company and its Subsidiaries as may to whom Parent reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing requests access and assistance to the extent that, in (including the reasonable judgment opportunity to communicate with the employees of the Company, (a) any applicable Law requires the Company or its Subsidiaries that Parent expects to restrict retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shall furnish, as promptly as practicable, to Parent all information concerning its and its Subsidiaries’ business, finances, operations, properties and personnel as Parent may reasonably request, and Parent shall be entitled to undertake environmental investigations at any of the properties owned, operated or prohibit leased by the Company or any of its Subsidiaries (so long as such access (including any environmental investigation) does not unreasonably interfere with the operations of the Company or its Subsidiaries). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information or documentation (a) where such access or disclosure would contravene any such properties Law or information, (b) relating to (y) the information is subject to confidentiality obligations to a third party that would be breached consideration, negotiation and performance of this Agreement and related agreements and (z) except as required by such disclosureSection 5.02, or any Takeover Proposal made after the execution of this Agreement (c) disclosure of any such information or document could result provided that, in the loss case of attorney-client privilege; provided further, however, that with respect to this clause (ca), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent shall use its reasonable best efforts to allow put in place an arrangement to permit such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed disclosure without violating such Law). Except for disclosures expressly permitted by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the confidentiality letter agreement dated as of January 18, 2011 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the terms of Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement shall controlAgreement. No review investigation by Parent or any of its Representatives and no other receipt of information pursuant to this Agreement will by Parent or any of its Representatives shall operate as a waiver or otherwise affect any of the representations representation, warranty, obligation, covenant or warranties other agreement of the parties hereto contained in this Agreement (or remedies with respect thereto) or the conditions hereunder to the obligations of the parties heretounder this Agreement.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours From the date hereof until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIits terms, subject to such information regarding compliance with applicable Law and the terms of any existing Contracts, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers Subsidiaries and other relevant personnel its and their respective Representatives to, afford to be the Parent and to its Representatives such access as the Parent may reasonably available require at all reasonable times, to the Company’s officers, employees, agents, properties, books, records and Contracts (including Tax Returns and Tax work papers), and shall furnish the Parent to respond to reasonable questions regarding such with all data and information or as the Business generally; providedParent may reasonably request, however, provided that the Company may restrict the foregoing shall not be required to afford such access and assistance or furnish such information to the extent thatthat the Company believes, in the its reasonable judgment of the Companygood faith judgment, that doing so would (ai) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client client, work product or other privilege; provided further, however, that (ii) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any of the Company’s Subsidiaries with respect to this clause confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Subsidiary of the Company is a party, or (c)iii) breach, if requested by Parentcontravene or violate any applicable Law. Without limiting the foregoing, during such period, the Company will enter into joint defense agreements or other arrangements shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford the Parent and its Representatives such access to the Company Employees, the Company Property, the assets of the Company and its Subsidiaries and the data, information and records (including data, information and records relating to Company Employees and such monthly reports with respect to the operations of the Company and its Subsidiaries as the Parent may reasonably request) as is reasonably necessary in order for the Parent to allow such disclosureobserve the Company’s operations, but only if to facilitate the closing of the Arrangement and the transition of the business of the Company determinesand its Subsidiaries to the Parent, including the right to have Representatives of the Parent on-site at the Company’s mines and processing facilities on the Company Property from time to time at the Parent’s request; and instruct the Representatives of the Company and its Subsidiaries to cooperate with the advice of Parent and its outside legal counsel, but Representatives in its sole discretion, that so doing will fully preserve the attorney-client privilegeexercise of such rights; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 such access shall be subject during normal business hours upon reasonable advance notice to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination under the supervision of this Agreement. In the Company’s personnel and in such a manner as not to interfere with the conduct of the Company’s business or any other businesses of the Company; provided further that in no event shall Parent or any of its Representatives be permitted to conduct any invasive or subsurface environmental testing, sampling or investigation of any conflict between environmental media or building materials, including the terms mines or processing facilities on the Company Property. All such access shall be at the sole risk of this Section 5.03 (other than clause (c) above) the Parent and its Representatives, and the terms Parent shall comply with and cause its Representatives to comply with all of the Confidentiality Agreement, Company’s policies with regard to health and safety while visiting any mines or processing facilities on the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany Property.

Access to Information; Confidentiality. The (a) During the period from the date of this Agreement until the Closing, Parent, Holdings and the Company agrees that shall afford the Representatives of Purchaser, at Purchaser’s sole cost and risk, reasonable access during normal business hours, upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its without significant interference with the operations or properties of the Companies, to the Companies’ officers, employees, properties, facilities, books, records, contracts and other assets as Purchaser may reasonably request, including for the purpose of observing the operation of the facilities and for understanding the Companies’ compliance and compliance programs relating to all FERC, PJM and NERC rules and regulations, subject in all cases to reasonable restrictions and requirements for safety purposes and compliance with all applicable security requirements or other limitations on access imposed by applicable Law. Such Representatives reasonable accessof Purchaser may only observe the operations of the Companies and may not direct the activities of any Representatives of any of the Companies or make any decisions relating to the operations of any of the Companies. Any such access to the properties of any of the Companies shall be under the supervision of Representatives of the Companies. In addition, Parent shall provide Purchaser for the period commencing on the date of this Agreement until the Closing with a conference room, cubicles or other suitable space located at the headquarters of the Company, on a rent-free basis, for use by up to four Representatives of Purchaser during normal business hours until or otherwise for the earlier purpose of effecting the transition of ownership of the Effective Time Companies to Purchaser. If Purchaser requests that the assistance of any Representatives of any of the Companies after normal business hours, then the decision to allow such assistance shall be within the sole discretion of the Companies and Purchaser shall pay to Parent, at the internal billing rate of Parent, the associated costs of such overtime. If Purchaser requests that any of the Companies perform contract work on behalf of Purchaser to facilitate the transition of operations to Purchaser following the Closing, then Parent and Purchaser shall negotiate in good faith regarding the terms and conditions under which Parent would provide such services and the date compensation arrangement in connection therewith. Notwithstanding anything to the contrary in this Agreement is terminated pursuant Section 6.04(a), the installation and testing by Purchaser of equipment, facilities, hardware or software prior to Article VIIthe Closing shall be within Parent’s reasonable discretion and (i) shall not interfere with the operations or properties of any of the Companies, to such information regarding the Company (ii) shall be in compliance with all restrictions and its Subsidiaries as may requirements reasonably be requested established by Parent for safety purposes and (iii) shall cause its executive officers be in compliance with all applicable security requirements and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequirements of Law; provided, however, that the Company may restrict the foregoing access and assistance in no event shall Purchaser or any of its Representatives be permitted to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access connect to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure equipment of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder Companies prior to the obligations of the parties heretoClosing.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (a) During the Interim Period, to the extent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to, (i) afford furnish the Company or Parent, as applicable, with such financial and operating data and other information with respect to the business, properties, offices, books, contracts, records and personnel of the Company and the Company Subsidiaries or Parent and the Parent Subsidiaries, as applicable, as the Company or Parent, as applicable, may from time to time reasonably request, and (ii) with respect to the Company and the Company Subsidiaries and subject to the terms of the Company Leases, facilitate reasonable access for Parent and its authorized Representatives reasonable access, during normal business hours until the earlier hours, and upon reasonable advance notice, to all Company Properties; provided, however, that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the Effective Time representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement is terminated pursuant or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to Article VII, obtain permission or consent of such Third Party to such information regarding disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (provided, however, that the Company and or Parent, as applicable, shall use its Subsidiaries commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as may applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not result in a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably be requested by Parent and shall cause determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information Subsidiaries’, business or the Business generallyoperations; provided, however, that the Company may restrict Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Notwithstanding the foregoing foregoing, access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 7.6 shall not include the right to perform environmental testing of any kind (including any invasive environmental testing) without the prior written consent of the Company (such consent not to be subject unreasonably withheld, conditioned or delayed for any environmental testing that is non-invasive). Each of the Company and Parent will use its commercially reasonable efforts to minimize any disruption to the Confidentiality businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall direct their respective Representatives and Affiliates not to, contact or otherwise communicate (for the avoidance of doubt, other than any public communications otherwise permitted by this Agreement) with parties with which such Party knows the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party (such consent not to be unreasonably withheld, the terms of which shall continue to apply, except as otherwise agreed by the Companyconditioned or delayed); provided that, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations foregoing or warranties of the parties hereto contained anything else in this Agreement or in the conditions hereunder Confidentiality Agreement to the obligations contrary, a Party and its respective Representatives and Affiliates may contact or otherwise communicate with such parties without any consent of the parties heretoother Party (I) in pursuing its own business activities (operating in the ordinary course) or (II) in connection with the activities contemplated by Section 7.18.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it and the Subsidiaries shall (and shall cause its Subsidiaries to) afford Parent to Buyer and its Representatives reasonable accountants, counsel, financial advisors and other representatives, and to prospective financing sources, investors and placement agents and each of their respective representatives (collectively, “Buyer’s Representatives”), full access, during normal business hours until upon reasonable notice throughout the earlier of period prior to the Effective Time Closing, to the Company’s and Subsidiaries’ properties and facilities (including all Company Properties and the date this Agreement is terminated pursuant to Article VIIbuildings, to such structures, fixtures, appurtenances and Improvements erected, attached or located thereon), books, financial information regarding the Company (including working papers and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, data in the reasonable judgment possession of the Company, (a) any applicable Law requires Sellers and the Company Subsidiaries or its Subsidiaries to restrict or prohibit access to any their respective independent public accountants, internal audit reports, and “management letters” from such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that accountants with respect to this clause (ceach of the Company and the Subsidiaries’ systems of internal control), if requested by ParentContracts and records of the Company and the Subsidiaries and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and the Subsidiaries as Buyer shall reasonably request; provided, that such investigation shall not unreasonably disrupt the Company and the Subsidiaries’ operations. In addition, prior to the Closing, the Company will enter into joint defense agreements or and the Subsidiaries shall afford to Buyer and to Buyer’s Representatives the opportunity to meet with and to discuss their relationships post-Closing with Significant Providers, IC Representatives, other arrangements with Parent to allow such disclosure, but only if service providers and other material personnel of the Company determinesand the Subsidiaries. Prior to the Closing, the Company and the Subsidiaries shall keep Buyer informed as to all material matters involving the operations and businesses of each of the Company and the Subsidiaries. The Company and the Subsidiaries shall authorize and direct the appropriate officers, directors, managers and Employees to discuss matters involving the operations and businesses of each of the Company and the Subsidiaries with representatives of Buyer and its prospective financing sources, investors or placement agents. Prior to the advice of its outside legal counselClosing, but in its sole discretion, that so doing will fully preserve the attorneyany non-client privilege; provided further, however, that any public information provided to Parent and/or Merger Sub or obtained by Buyer pursuant to this Section 5.03 shall 6.1 will be subject to the Confidentiality and Non-Disclosure Agreement, the terms of which shall continue to applydated July 25, except as otherwise agreed by the Company2019, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 Company and Blucora, Inc. (other than clause (c) above) the “Confidentiality Agreement”), and must be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information provided to or obtained by Buyer pursuant to this Agreement will Section 6.1 or otherwise shall limit or otherwise affect any of the remedies available hereunder to Buyer (including Buyer’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of the parties hereto contained in this Agreement of, or the conditions hereunder to the obligations of of, the parties heretoparties.

Access to Information; Confidentiality. The From the date hereof until the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company agrees that Subsidiaries to afford to Buyer and to the officers, employees and other representatives of Buyer reasonable access upon reasonable advance notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives at reasonable access, times during normal business hours until the earlier to all of the Effective Time Acquired Companies’ and the date this Agreement is terminated pursuant Acquired Company Subsidiaries’ properties, books, contracts and records, and Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to Article VII, furnish to Buyer such information regarding concerning their business, properties, financial condition, operations and personnel as Buyer may from time to time reasonably request, other than any such properties, books, contracts and records that (a) are subject to an attorney-client or other legal privilege or (b) are subject to an obligation of confidentiality or privacy provided that, if applicable, Sellers shall use commercially reasonable efforts to obtain the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel consent of any third party to be reasonably available to Parent to respond to reasonable questions regarding waive any such information confidentiality or the Business generallyprivacy obligations; provided, however, that the Company may restrict the foregoing access and assistance to the extent Buyer’s investigation shall be conducted in a manner that, : (i) is in compliance with applicable Requirements of Law; (ii) does not result in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information trade secrets of third parties or document could result in the loss any trade secrets of attorney-client privilegeSellers or of any of their Affiliates; provided further, however, that with respect to this clause and (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, iii) does not unreasonably interfere with the advice normal operations, customers and employee relations of its outside legal counselany Seller or any Affiliate of such Seller (including the Acquired Companies and the Acquired Company Subsidiaries). To the extent any material is withheld due to a claim of privilege, but in its sole discretionconfidentiality or privacy, that so doing will fully preserve Sellers shall cause the attorney-client Acquired Companies and the Acquired Company Subsidiaries to give Buyer a list identifying the nature of such items and stating the nature of claim of privilege; provided further, however, that any confidentiality or privacy. All requests for access or information provided to Parent and/or Merger Sub pursuant to this Section 5.03 4.2 shall be directed to such Person or Persons as Sellers shall designate. Any information obtained by Buyer and by the officers, employees and other representatives of Buyer with respect to Sellers and their Affiliates shall be subject to the terms and conditions set forth in the Confidentiality Agreement, the terms and conditions of which are incorporated herein by reference. Sellers shall continue permit Buyer and representatives of Buyer to apply, except as otherwise agreed consult with Milliman and to have access to Milliman for the purpose of performing work requested by Buyer (to the Company, notwithstanding termination of this Agreementextent Milliman agrees to provide such consultation or work to Buyer). In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms Buyer shall pay all of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect fees and expenses incurred by Sellers and their Affiliates in connection with any of the representations such consultation or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretowork performed by Milliman.

Access to Information; Confidentiality. The Upon reasonable notice, the Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Representatives reasonable accessSubsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIVIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information regarding concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallythis Agreement; provided, however, that nothing herein shall require the Company may restrict the foregoing access and assistance or any of its Subsidiaries to the extent thatdisclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (ai) any applicable Law requires cause significant competitive harm to the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationif the transactions contemplated by this Agreement are not consummated, (bii) violate applicable Law or the information provisions of any agreement to which the Company or any of its Subsidiaries is subject to confidentiality obligations to a third party that would be breached by such disclosureparty, or (ciii) disclosure of jeopardize any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub . No investigation or access permitted pursuant to this Section 5.03 6.4 shall affect or be subject deemed to modify any representation or warranty made by the Company hereunder. Each of Parent and Acquisition Sub agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the Confidentiality Agreement, consummation of the terms of which shall continue to apply, except as otherwise agreed transactions contemplated by the Company, notwithstanding termination of this Agreement. In Parent will use its reasonable best efforts to minimize any disruption to the event respective business of any conflict between the terms of Company and its Subsidiaries that may result from requests for access under this Section 5.03 (other than clause (c) above) and 6.4 and, notwithstanding anything to the terms of the Confidentiality Agreementcontrary herein, the terms Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Prior to any disclosure, the Confidentiality Agreement Company and Parent shall control. No review of enter into a customary confidentiality agreement with respect to any information obtained pursuant to this Agreement will affect any of the representations Section 6.4 (or warranties of the parties hereto contained in otherwise pursuant to this Agreement or the conditions hereunder to the obligations of the parties heretoAgreement).

Access to Information; Confidentiality. The Subject to the confidentiality agreement between Parent and the Company, dated January 8, 2014 (the “Confidentiality Agreement”) and applicable Law, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Representatives officers, employees, accountants, counsel, financial advisors and other Representatives, full access at all reasonable access, times on reasonable notice during normal business hours until the period between the date of this Agreement and the earlier of the Effective Time and the date termination of this Agreement is terminated in accordance with Section 8.1 to all their properties, books, contracts, commitments, personnel and records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to Article VIIthe requirements of federal or state securities laws, to such and (b) all other information regarding the Company concerning its business, properties, litigation matters, personnel and its Subsidiaries environmental compliance and property condition as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, howeverthat nothing in this Section 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its obligations with respect to confidentiality (provided, that the Company may restrict shall, upon the foregoing access and assistance request of Parent, use its reasonable best efforts to obtain the extent that, in the reasonable judgment required consent of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by to such access or disclosure), or (cz) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, howeverprivilege (provided, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent shall use its reasonable best efforts to allow for such disclosure, but only if the Company determines, with the advice access or disclosure in a manner that does not result in a loss of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further). In addition, howeverthe Company and its officers and employees shall reasonably cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, that any information provided to Parent and/or Merger Sub including the Xxxxxxxx-Xxxxx Act. No review pursuant to this Section 5.03 6.2 shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement. All information provided pursuant to this Section 6.2 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) The Company agrees that upon shall afford to Parent, Merger Sub and their respective Representatives, reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, access during normal business hours and upon reasonable advance notice, under the supervision of the Company’s or its Subsidiaries’ personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period from the date of this Agreement until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIIX to all of the properties, books and records of the Company and its Subsidiaries, and, during such period, the Company shall furnish as promptly as practicable to such Parent all information regarding concerning the business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or request. Notwithstanding the Business generally; providedforegoing, however, that the Company may restrict shall not be required to provide access to or disclose information where the foregoing Company reasonably determines that such access and assistance to or disclosure would jeopardize the extent that, in protection of the reasonable judgment attorney-client or any other privilege of the Company, (a) contravene any Law, any fiduciary duty or any Contract to which the Company is a party or cause significant competitive harm to the Company and its business if the transactions contemplated by this Agreement are not consummated, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law requires or Contract or waive the Company’s privilege with respect thereto; provided, that such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the extent required for the purpose of complying with applicable Laws, including Antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not contact any suppliers to, or customers of, the Company or its Subsidiaries and Parent shall have no right to restrict perform invasive or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure subsurface investigations of any such information owned or document could result in the loss leased real property of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoSubsidiaries.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours until From the earlier date of this Agreement through the Effective Time and (or if earlier, the date on which this Agreement is terminated pursuant to Article VII), the Company shall, and shall cause its Subsidiaries to, (i) provide to PubCo and its Representatives access at reasonable times upon prior notice to the officers, employees, properties, books and records of the Company and its Subsidiaries and (ii) furnish promptly such information regarding concerning the Company and its Subsidiaries as PubCo or its Representatives may reasonably be requested by Parent request. From the date of this Agreement through the Effective Time (or if earlier, the date on which this Agreement is terminated pursuant to Article VII), PubCo shall, and shall cause its executive officers Subsidiaries to, (x) provide to the Company and other relevant personnel its Representatives access at reasonable times upon prior notice to be reasonably available to Parent to respond to reasonable questions regarding the officers, employees, properties, books and records of the PubCo Entities and their respective Subsidiaries and (y) furnish promptly such information concerning the PubCo Entities and their respective Subsidiaries as the Company or its Representatives may reasonably request. Notwithstanding the foregoing, neither PubCo nor the Company shall be required to provide such access if it reasonably determines that it would (A) materially disrupt or impair the business or operations of PubCo or the Business generally; providedCompany, howeveras applicable, or any of its respective Subsidiaries, (B) cause a violation of any Company Material Contract or PubCo Material Contract, (C) constitute a violation of any applicable Law or (D) cause a material risk of disclosure of any information that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of PubCo or the Company, (a) as applicable, would result in the disclosure of any applicable Law requires trade secrets of Third Parties. Nothing herein shall require the Company or its PubCo or any of their respective Subsidiaries to restrict or prohibit access disclose information to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any extent such information or document could would result in the loss a waiver of attorney-client privilege; , work product doctrine or similar privilege or violate any confidentiality obligation of such Party existing as of the date of this Agreement (provided further, however, that with respect such Party shall use reasonable best efforts to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent permit such disclosure to allow such disclosure, but only if the Company determines, be made in a manner consistent with the advice protection of its outside legal counselsuch privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, but in its sole discretionas applicable). Notwithstanding the foregoing, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided no Company Response Action or PubCo Response Action shall be deemed to Parent and/or Merger Sub pursuant to violate or breach this Section 5.03 shall be subject to in any way or serve as a basis for PubCo or the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect Company or any of the representations or warranties of the parties hereto contained in their respective Affiliates to terminate this Agreement or the conditions hereunder to the obligations of the parties heretoassert that any condition in Article VI shall not have been satisfied.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours until During the period from the date of this Agreement through the earlier of the Effective Time and or the date termination of this Agreement is terminated pursuant in accordance with Article 8, Stewardship will permit and will cause Stewardship Bank to Article VIIpermit Columbia full access upon reasonable prior notice and during reasonable business hours to the properties of such Stewardship Entities, and will disclose and make available (together with the right to such information regarding copy) to Columbia and to the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers internal auditors, loan review officers, employees, attorneys, accountants and other relevant personnel representatives of Columbia all books, papers and records relating to be reasonably available the assets, stock, properties, operations, obligations and liabilities of the Stewardship Entities, including all books of account (including the general ledgers), Tax records, minute books of directors’ and shareholders’ meetings, organizational documents, bylaws, Contracts, filings with any Regulatory Authority, accountants’ work papers, litigation files (including legal research memoranda), documents relating to Parent assets and title thereto (including abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to respond the real and personal property), Plans affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to any assets, business activities or prospects in which Columbia may have a reasonable questions regarding such information or interest, including its interest in planning for integration and transition with respect to the Business generallybusinesses of the Stewardship Entities; provided, however, that the Company may restrict (i) the foregoing access and assistance rights granted to Columbia will in no way affect the extent that, in the reasonable judgment nature or scope of the Companyrepresentations, warranties and covenants of Stewardship set forth herein, and (aii) Stewardship will be permitted to keep confidential any applicable Law requires information relating to legal matters, regulatory matters or the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information transactions contemplated by this Agreement that Stewardship reasonably believes is subject to confidentiality obligations to a third party legal privilege or other legal protection that would be breached compromised by disclosure to Columbia. In addition, Stewardship will instruct the officers, employees, counsel and accountants of each of the Stewardship Entities to be reasonably available for, and respond to any questions of, such disclosureColumbia representatives during reasonable business hours and upon reasonable prior notice by Columbia to such individuals, or (c) disclosure and to cooperate fully with Columbia in planning for the integration of any such information or document could result in the loss businesses of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, Stewardship Entities with the advice business of Columbia and its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAffiliates.

Access to Information; Confidentiality. The Except if prohibited by any applicable Law, the Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Representatives to Parent’s Representatives, reasonable access, access during normal business hours until (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time and or the date termination of this Agreement is terminated pursuant to Article VIIits properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information regarding concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company and its Subsidiaries as may reasonably shall not be requested by Parent and shall cause its executive officers and other relevant personnel required to be reasonably available to Parent to respond to reasonable questions regarding such afford access or furnish information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that(i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, in (ii) such information relates to the reasonable judgment applicable portions of the minutes of the meetings of the Company Board or the Special Committee (including any presentations or other materials prepared by or for the Company Board or the Special Committee) where the Company Board or the Special Committee discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (aB) any applicable Law requires the Company Takeover Proposal or its Subsidiaries to restrict or prohibit access to (C) any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureIntervening Event, or (ciii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of any such information and take such other reasonable action (including entering into a joint defense agreement or document could result in the similar arrangement to avoid loss of attorney-client privilege; provided further, however, that ) with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with such information as is necessary to permit disclosure to Parent to allow without jeopardizing such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided furtherprivilege or violating applicable Law, however, that any as applicable. All information provided to Parent and/or Merger Sub exchanged pursuant to this Section 5.03 7.01 shall be subject to the confidentiality letter agreement dated November 11, 2023 between the Company and Parent, as amended (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its each of the wholly-owned Company Subsidiaries to) and, to the fullest extent permitted by applicable law (including common law relating to fiduciary duties or otherwise), each of the Company Subsidiaries to afford Parent to Parent, and its Representatives to Parent’s officers, employees, accountants, counsel, financial advisors and other representatives, upon reasonable accessprior notice, reasonable access during normal business hours until during the earlier of period prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel and records (provided such access is in a manner that is not unduly disruptive to the date this Agreement is terminated pursuant to Article VIICompany’s operations or business) and, to during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause its executive officers each of the Company Subsidiaries to, furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other relevant document filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel to be as Parent may reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that the Company and the Company Subsidiaries may restrict the foregoing access and assistance withhold (i) any document or information that is subject to the extent that, in terms of a confidentiality agreement with a third party or (ii) such portions of documents or information relating to pricing or other matters that are highly sensitive if the reasonable judgment exchange of the Company, such documents (aor portions thereof) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached as determined by such disclosureparty’s counsel, or (c) disclosure of any such information or document could might reasonably result in antitrust difficulties for such party (or any of its affiliates). If any material is withheld by any party pursuant to the loss proviso to the preceding sentence, such party shall inform the Parent as to the general nature of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parentwhat is being withheld. Without limiting the generality of the foregoing, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosureshall, but only if the Company determineswithin two (2) business days of request therefor, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided provide to Parent and/or Merger Sub the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. All information exchanged pursuant to this Section 5.03 6.01 shall be subject to the confidentiality agreement dated June 22, 2005 between the Company and Parent (the “Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to) , afford Parent to Parent, and its Representatives to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access, access during normal business hours until during the period prior to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIall of its and its Subsidiaries’ properties, books and records and to such information regarding those employees and Representatives of the Company to whom Parent requests access, and, during such period, the Company shall furnish to Parent, as promptly as reasonably practicable, all financial, operating and other data and information concerning its and its Subsidiaries Subsidiaries’ business, properties and personnel as Parent through its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedrequest (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any Phase I or Phase II environmental assessment). Notwithstanding the foregoing, neither the Company may restrict nor any of its Subsidiaries shall be required to provide access to or disclose information where the foregoing Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or conflict with or violate any Law (including antitrust Laws) or any Contract to which the Company or any of its Subsidiaries is a party (provided that the Company shall in such event use reasonable best efforts to avoid such constraints on disclosure, including entering into a joint defense agreement in customary form). No investigation or access permitted, or knowledge obtained, pursuant to this Section 7.02 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder or otherwise prejudice in any way the rights and assistance remedies of Parent or Sub hereunder, nor shall any such investigation, access or knowledge be deemed to affect or modify Parent’s or Sub’s reliance on the extent thatrepresentations, warranties, covenants and agreements made by the Company in this Agreement. Except for disclosures expressly permitted by the Confidentiality Agreement, Parent shall, in accordance with the reasonable judgment of Confidentiality Agreement, keep confidential and not disclose, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to keep confidential and not disclose, all Evaluation Material (as defined in the Company, (aConfidentiality Agreement) any applicable Law requires directly or indirectly received from the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoRepresentatives.

Access to Information; Confidentiality. The (a) From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company agrees that upon reasonable notice it shall (shall, and shall cause its Subsidiaries to, upon reasonable notice, (i) afford Parent give to Parent, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access, access during normal business hours until to its offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Any investigation pursuant to this Section 6.02 shall be conducted in accordance with Applicable Law and in such manner as not to interfere unreasonably with the earlier conduct of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding business of the Company and its Subsidiaries as may reasonably be requested by or impose any material costs on the Company and its Subsidiaries and no investigation pursuant to this Section 6.02 shall include invasive environmental sampling. Parent hereby acknowledges and agrees that it is not authorized to and shall cause not (and shall not permit any of its executive officers and other relevant personnel Representatives to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment contact any employee of the Company, (a) any applicable Law requires the Company or its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure Closing without the prior written consent of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements (which such consent shall not be unreasonably withheld, conditioned or delayed)). Parent hereby acknowledges and agrees that any contact with suppliers, distributors, customers or other arrangements with Parent to allow such disclosure, but only if business relations of the Company determines, and its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to the Closing shall be conducted in accordance with Applicable Law and in such manner as not to interfere unreasonably with the advice conduct of the business of the Company and its outside legal counsel, but in Subsidiaries or disparage the Company and its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any Subsidiaries. All requests for information provided to Parent and/or Merger Sub made pursuant to this Section 5.03 6.02 shall be subject directed to the Confidentiality Agreement, the terms an executive officer of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (a) During the Interim Period, to the extent permitted by applicable Law and contracts, each Party shall, and shall cause each of its Subsidiaries to, (i) afford furnish the Company or Parent, as applicable, with such financial and operating data and other information with respect to the business, properties, offices, books, contracts, records and personnel of the Company and the Company Subsidiaries or Parent, Parent OP and Parent Subsidiaries, as applicable, as the Company or Parent, as applicable, may from time to time reasonably request, and (ii) with respect to the Company and the Company Subsidiaries and subject to the terms of the Company Leases, facilitate reasonable access for Parent and its authorized Representatives reasonable access, during normal business hours until the earlier hours, and upon reasonable advance notice, to all Company Properties; provided, however, that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the Effective Time representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement is terminated pursuant or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Parent, as applicable, has used commercially reasonable efforts to Article VII, obtain permission or consent of such Third Party to such information regarding disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (provided, however, that the Company and or Parent, as applicable, shall use its Subsidiaries commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as may applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not result in a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably be requested by Parent and shall cause determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information Subsidiaries’, business or the Business generallyoperations; provided, however, that the Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Each of the Company and Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other Party that may restrict result from the requests for access, data and information hereunder. Prior to the Partnership Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall direct their respective Representatives and Affiliates not to, contact or otherwise communicate (for the avoidance of doubt, other than any public communications otherwise permitted by this Agreement) with parties with which such Party knows the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the prior written consent of such other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained anything else in this Agreement or in the conditions hereunder Confidentiality Agreement to the obligations contrary, a Party and its respective Representatives and Affiliates may contact or otherwise communicate with such parties without any consent of the parties hereto.other Party (I) in pursuing its own business activities (operating in the ordinary course) or (II) in connection with the activities contemplated by Section 7.18. 84

Access to Information; Confidentiality. The (a) Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company agrees that upon reasonable notice it shall (and shall cause its the Subsidiaries to), at Parent's expense: (i) afford provide to Parent and its Representatives to the officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, "Representatives") of Parent reasonable access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VIIupon reasonable prior notice by Parent, to such information regarding the officers, employees, agents, properties, offices and other facilities of the Company and its the Subsidiaries and to the books and records thereof, and (ii) furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably be requested by request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall cause its executive officers have the right to conduct appraisal and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or environmental and engineering inspections of each of the Business generally; Company's properties, provided, however, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.02 shall be reasonably acceptable to the Company, implemented in a manner that does not disrupt the operations of the Company may restrict or any of the foregoing access Subsidiaries, and assistance paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.02, in all material respects, to the condition existing at such site prior to the taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.02, except that, Parent and Merger Sub shall have no obligation to so indemnify or hold harmless to the extent thatany such liabilities, in losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the reasonable judgment negligence of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureSubsidiaries, or (c) disclosure one of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretotheir Representatives.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable accessPrior to the Closing Date, during normal business hours until the earlier of the Effective Time and or, if earlier, the date this Agreement is terminated pursuant to Article VIISection 10.1, Buyers may make or cause to be made such information regarding review of the Company Business and of its Subsidiaries respective financial and legal condition as may Buyers deem reasonably be requested by Parent necessary or advisable. Sellers shall, and shall cause the Company Entities to, permit Buyers and their authorized agents or representatives, including its executive officers independent accountants, to have reasonable access to the properties, books and records of the Company Entities during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or records of the Business generallyCompany Entities; provided, howeverthat such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Buyers’ sole cost and expense; provided, further, that none of Buyers, their Affiliates or their respective representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Project or Company Entity without the Company prior written consent of Sellers (it being understood and agreed that Sellers may restrict the foregoing access have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to certain Projects) and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access without ongoing consultation with Sellers with respect to any such properties activity (it being understood and agreed that in no event shall any subsurface investigation or informationtesting of any environmental media be conducted); provided, further, that, for the avoidance of doubt, none of Buyers, their Affiliates or their respective representatives shall have any right to access or review any Tax Return of Seller Parent or any of its Affiliates (b) including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the information Company Entities. All requests for access to the offices, properties, books and records of the Company Entities shall be made to such representatives of Sellers as Sellers shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is subject further agreed that none of Buyers, their Affiliates or their respective representatives shall, prior to confidentiality obligations to a third party the Closing Date, contact any of the employees, customers, suppliers, parties that would be breached by such disclosurehave business relationships with the Company Entities, or any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Sellers or their representatives (c) disclosure other than the required filings specified in Section 3.5). Any access to the offices, properties, books and records of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 Entities shall be subject to the Confidentiality Agreementfollowing additional limitations: (i) Buyers, their Affiliates, and their respective representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a representative of Sellers shall have the right to be present when Buyers, their Affiliates or their respective representatives conducts its or their investigations on such property; (ii) none of Buyers, their Affiliates or their respective representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyers, their Affiliates, and their respective representatives, as applicable shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Sellers, the terms members of which the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all Damages resulting from or relating to the activities of Buyers, their Affiliates and their respective representatives under this paragraph. The foregoing indemnification obligation shall continue to apply, except as otherwise agreed by survive the Company, notwithstanding Closing or termination of this Agreement. In Notwithstanding anything herein to the event contrary, prior to the Closing Date, Sellers shall not be required to provide any access or information to Buyers, their Affiliates or any of their respective representatives which any Sellers reasonably believe they or the Company Entities are prohibited from providing to Buyers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Sellers or the Company Entities are required to keep confidential or prevent access to by reason of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect Contract with a third party or which would otherwise expose any Seller or any of the representations or warranties its Affiliates to a material risk of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoLiability.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and shall cause each of its Subsidiaries to) , afford Parent to Parent, Merger Sub and its their respective Representatives reasonable access, access during normal business hours until hours, during the earlier of period prior to the Effective Time and the date this Agreement is terminated pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause each of its executive officers Subsidiaries to, furnish promptly to Parent: (a) a copy of each report, schedule, registration statement and other relevant document filed or received by it during such period pursuant to the requirements of federal or state securities laws, and (b) all other information concerning its business, properties and personnel to be as Parent or Merger Sub may reasonably available to Parent to respond to reasonable questions regarding such information or request (including Tax Returns filed and those in preparation and the Business generallyworkpapers of its auditors); provided, however, that the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment of the Company, (a) any applicable Law requires the Company shall not be required to provide such access if it reasonably determines that such access is reasonably likely to materially disrupt or impair the business or operations of the Company or any of its Subsidiaries to restrict or prohibit access to any such properties or information, and (b) the foregoing shall not require the Company to disclose any information to the extent it reasonably determines that such disclosure is subject reasonably likely to confidentiality obligations to a third party that would be breached by such disclosure, or (ci) disclosure of any such information or document could result in the loss a waiver of attorney-client privilege, work product doctrine or similar privilege, (ii) cause competitive harm to the business of the Company and its Subsidiaries if the transactions contemplated by this Agreement are not consummated, or (iii) violate any applicable Law or any confidentiality obligation of such party; provided furtherprovided, however, that with respect to this clause in the case that such disclosure is prohibited by applicable Law (cincluding antitrust Law), if requested by Parent, Parent and the Company each agree to use reasonable best efforts to establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the Company) will enter into joint defense agreements or other arrangements provide Parent with Parent timely access to allow such disclosure, but only if the fullest extent possible to the substance of the information described in this Section 5.5 in a manner that allows the Company determines, to comply with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any applicable Law. All such information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, held confidential in accordance with the terms of the Confidentiality Agreement shall controlamong Xxxxxx Americas LLC, BI-LO, LLC and the Company dated as of February 28, 2011 (the “Confidentiality Agreement”). No review of investigation pursuant to this Section 5.5 or information provided, made available or delivered to Parent pursuant to this Agreement will shall affect any of the representations representations, warranties, covenants, rights or warranties of the parties hereto contained in this Agreement remedies, or the conditions hereunder to the obligations of of, the parties heretohereunder.

Access to Information; Confidentiality. The Company agrees that upon Each of the Company, Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to each other reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, access during normal business hours until during the period prior to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIIall of its and its Subsidiaries' properties, books and records and to those employees of the Company or Parent or their respective Subsidiaries, as applicable, to whom such information regarding persons reasonably request access, and, during such period, each of the Company and Parent shall furnish, as promptly as practicable to such persons all information concerning its Subsidiaries and its Subsidiaries' business, properties and personnel as such persons may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or request. Notwithstanding the Business generally; providedforegoing, however, that neither the Company may restrict nor Parent nor any of their respective Subsidiaries shall be required to provide access to or disclose information if the foregoing Company or Parent, as applicable, reasonably determines that such access and assistance to or disclosure would jeopardize the extent that, in the reasonable judgment attorney-client privilege of the Company, (a) Parent or any applicable of their respective Subsidiaries, as applicable, or contravene any Law requires to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party; provided that, in any such case, the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationParent, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureas applicable, or (c) disclosure of any shall provide such information in redacted form as necessary to preserve such privilege or document could result in comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the loss extent possible. Except for disclosures expressly permitted by the terms of attorney-client privilege; provided furtherthe confidentiality letter agreement dated as of April 4, however2013, that with respect between Parent and the Company (as such agreement may be amended from time to this clause (ctime, the “Confidentiality Agreement”), if requested by Parent, each of the Company will enter into joint defense agreements and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party or other arrangements with Parent to allow such disclosureits Representatives, but only if the Company determinesdirectly or indirectly, in confidence in accordance with the advice of its outside legal counsel, but Confidentiality Agreement. No information or knowledge obtained by any person in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub investigation pursuant to this Section 5.03 5.02 shall affect or be subject deemed to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed modify any representation or warranty made by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties party hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours From the date hereof until the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant Agreement, the Company shall, and shall use its reasonable best efforts to Article VIIcause the officers, to such information regarding directors, employees, auditors, attorneys, consultants, financial advisors, lenders and other representatives (collectively, the "Representatives") of the Company and the Company Subsidiaries to, afford the Representatives of Parent and Merger Sub, upon reasonable advance notice, reasonable access during normal business hours to the officers, employees, agents, premises, properties, offices and other facilities, books, records, contracts and documents of the Company and the Company Subsidiaries, and shall furnish Parent and Merger Sub with all financial, tax, operating and other data and information as Parent or Merger Sub, through its Subsidiaries as Representatives, may reasonably be requested by request. Parent and Merger Sub shall cause its executive officers use reasonable best efforts to minimize any disruption to the business of the Company and the Company Subsidiaries that may result from the requests for access, data and other relevant personnel information hereunder. The Company shall use reasonable best efforts to furnish to Parent quarterly financial and operating data and information in substantially the form attached hereto as Exhibit C within forty-five days following the end of each calendar quarter. In addition, the Company shall use reasonable best efforts to furnish to Parent within thirty days following the end of each calendar month a schedule in substantially the form attached hereto as Exhibit D identifying the aggregate estimated annualized revenue and earnings associated with (a) all new business secured during the preceding calendar month, (b) all business that has been lost or is not being renewed during the preceding calendar month and (c) all business that has been renewed on new or revised terms or conditions (including a comparison to the annualized revenue and earnings associated with the previous contract) (such changes in (a), (b) and (c), the "Company Changed Contracts"). Parent will remain subject to the terms of a confidentiality agreement with the Company dated May 7, 2003 (the "Confidentiality Agreement"). Notwithstanding the foregoing, the Company shall have no obligation to provide any such access or data and information if the Company determines in good faith after consultation with outside legal counsel that providing such access or data and information would violate any legal or contractual restrictions, including restrictions under Antitrust Laws. Neither Parent nor any of its Representatives shall contact any person who, to the knowledge of Parent, is a client or customer of the Company or any of the Company Subsidiaries without the Company's prior written consent, such consent not to be reasonably available to Parent to respond to reasonable questions regarding such information unreasonably withheld or the Business generallydelayed; provided, however, that the Company may restrict the foregoing access Parent and assistance to the extent that, its Representatives shall not be restricted from contacting any potential clients or customers in the reasonable judgment ordinary course of the Companybusiness, (a) any applicable Law requires the Company or its Subsidiaries including in connection with responding to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto"requests for proposals."

Access to Information; Confidentiality. The Company agrees (a) Prior to the Closing, with respect to the SplitCo Business, SplitCo or its Subsidiaries only, Liberty and SplitCo shall, and shall cause each of their respective Subsidiaries to, afford to SiriusXM and SiriusXM’s Representatives reasonable access during normal business hours to all of their properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives as SiriusXM may reasonably request with reasonable prior notice and Liberty and SplitCo shall furnish as soon as reasonably practicable to SiriusXM all information concerning the SplitCo Business, SplitCo or its Subsidiaries as SiriusXM may reasonably request, subject in all cases, to any bona fide concerns of loss of attorney-client privilege and attorney work product protections that upon Liberty and SplitCo may in their good faith judgment reasonably have and any restrictions contained in Contracts to which Liberty, SplitCo or any of their Subsidiaries is a party (it being understood that each of Liberty and SplitCo shall use its reasonable notice it best efforts to provide any such information in a manner that does not result in such loss of privilege or protection or violation). SiriusXM and its Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of Liberty, SplitCo or any of their Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of Liberty, SplitCo or any of their respective Subsidiaries of their normal duties. From the date of this Agreement until the date that is five (5) years following the Closing Date or the termination of this Agreement pursuant to Article IX, SiriusXM shall, and shall cause its Subsidiaries to) afford Parent and its and their respective Representatives reasonable accessto, during normal business hours until the earlier of the Effective Time hold in confidence any and the date all non-public or confidential information concerning Liberty, SplitCo and their respective Subsidiaries received pursuant to this Section 6.8(a) or otherwise in connection with this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyTransactions from or on behalf of Liberty, SplitCo or their respective Representatives; provided, however, that the Company may restrict the foregoing access and assistance SiriusXM shall not be prevented from disclosing information (i) as required by applicable Law, (ii) which is or becomes generally available to the extent thatpublic other than as a result of a disclosure by SiriusXM, its Subsidiaries or their respective Representatives in the reasonable judgment breach of the Companyany confidentiality obligation with respect thereto, (aiii) which has previously been publicly disclosed as contemplated by this Agreement or the other Transaction Agreements (including in connection with the Prospectus / Proxy Statement or any other filings under applicable Law requires the Company Exchange Act or its Subsidiaries to restrict or prohibit access to any such properties or information, (bstock market listing rules) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (civ) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c)the SplitCo Business, if requested by ParentSplitCo and SplitCo’s Subsidiaries from and after Closing. No investigation, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosureinformation received, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c6.8(a) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect modify any of the representations or and warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford Parent and its Representatives reasonable access, during normal business hours until 5.2.1 From the date of this Agreement to the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant in accordance with Article 7, the Company will, and will cause each of its Subsidiaries to Article VII(i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, upon prior notice to the Company, to such information regarding the officers, management, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, properties, Contracts, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably be requested by request and (iii) furnish promptly to Parent and shall cause its executive officers a copy of each report, schedule, registration statement and other relevant personnel document filed by it during such period pursuant to be reasonably the U.S. federal or state securities Laws to the extent such report, schedule, registration statement or other document is not available to Parent to respond to reasonable questions regarding such information or on the Business generallySEC’s Electronic Data Gathering, Analysis, and Retrieval system; provided, however, that such access may be provided remotely to the extent the Company determines necessary or advisable in light of the COVID-19 pandemic. Nothing in this Section 5.2.1 will be construed to require the Company to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that the Company may restrict the foregoing access and assistance to the extent that, believes in the reasonable judgment of the Company, good faith that doing so would: (aA) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause privilege (c), if requested by Parent, but the Company will enter into joint defense agreements or other arrangements with Parent use its commercially reasonable efforts to allow for such disclosure, but only if the Company determines, with the advice access or disclosure in a manner that does not result in a loss of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further), however(B) result in the disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party or (C) breach, contravene or violate any applicable Law. Notwithstanding the foregoing, in the event that any the Company does not provide access or disclose information provided in reliance on the immediately preceding sentence, it shall provide notice to Parent and/or Merger Sub pursuant that it is withholding such access or information and shall use its reasonable best efforts to this Section 5.03 shall be subject communicate, to the Confidentiality Agreementextent feasible, the terms of which shall continue to applyapplicable information in a way that would not waive such privilege or violate the applicable Law, except as otherwise agreed by the Companyrule, notwithstanding termination of this Agreementregulation, order, judgment, decree or binding agreement, including entering into a joint defense agreement, common interest agreement or other similar arrangement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.89887722_19 150326672.16

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent Acquiror and its Representatives reasonable accessshall, at all times during normal business hours until and with reasonable advance notice prior to the earlier Closing, have full and continuing access to the employees, facilities, operations, records and properties of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and each Acquired Subsidiary. Acquiror and its Subsidiaries Representatives may, prior to the Closing, make or cause to be made such reasonable investigation of the employees, operations, records and properties of the Company and each Acquired Subsidiary and of their financial and legal condition as may reasonably be requested by Parent and Acquiror shall cause its executive officers deem necessary or advisable to familiarize itself with such records, properties and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallymatters; provided, however, that such access or investigation shall not interfere unnecessarily with the Company may restrict the foregoing access and assistance to the extent that, in the reasonable judgment normal operations of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or informationAcquired Subsidiary. Upon request, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureCompany shall, or shall cause the applicable Acquired Subsidiary to, furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or the applicable Acquired Subsidiary, and such financial and operating data and other information reasonably requested by Acquiror (c) provided, with respect to attorneys, such disclosure of any such information or document could would not result in the loss waiver by the Company or the applicable Acquired Subsidiary of any claim of attorney-client privilege; ), and will permit Acquiror and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for the Company or the applicable Acquired Subsidiary (provided furtherthat an officer of the Company be afforded a reasonable opportunity to be present during such discussion), howeverand such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. This Section 6.1 shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by any Applicable Laws and Regulations. Furthermore, this Section 6.1 shall not give Acquiror and its Representatives access to, or require the disclosure of any information regarding, the Non-Banking Business that will be separated from the Company prior to the Closing pursuant to the Internal Restructuring and the Distribution, except to the extent, if any, that such information is reasonably required by Acquiror for the purpose of assessing any post-Closing liabilities or obligations of the Company with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorneyNon-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoBanking Business.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause each of its Subsidiaries to) afford Parent and its Representatives reasonable accessaccess to Parent’s Representatives, during normal business hours and upon reasonable notice, throughout the period from the date of this Agreement to the Effective Time (or until the earlier termination of the Effective Time and the date this Agreement is terminated pursuant to Article VIIin accordance with Section 7.1), to such information regarding the personnel, advisors, properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested by Parent and requested; provided that nothing herein shall cause require the Company or any of its executive officers and other relevant personnel Subsidiaries to be reasonably available disclose any information to Parent to respond to reasonable questions regarding or Merger Sub if such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent thatdisclosure would, in the reasonable judgment of the Company, (a) any violate applicable Law requires or the provisions of any agreement to which the Company or any of its Subsidiaries to restrict is a party or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of jeopardize any such information or document could result in the loss of attorney-client or other legal privilege; provided provided, further, however, that with respect to this clause (c), if requested by Parentin each such case, the Company will enter into joint defense agreements or other arrangements shall cooperate with Parent to allow enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub information. No investigation or access permitted pursuant to this Section 5.03 5.5 shall affect or be subject deemed to modify any representation, warranty, covenant or agreement made by the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed Company hereunder. All information furnished by the Company, notwithstanding termination of this Agreement. In its Subsidiaries and the event of any conflict between the terms of Company’s officers, employees and other Representatives pursuant to this Section 5.03 (other than clause (c) above) and the terms of 5.5 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything herein to the contrary, the terms of parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall control. No review not apply upon the execution and delivery of information pursuant to this Agreement will affect to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoin accordance with its terms.

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company agrees that shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors, financing sources (and their advisors) and other Representatives, reasonable access during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records, and, during such period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided that such access and inspections shall not unreasonably disrupt the operations of the Company or its Subsidiaries; and provided further, that the Company shall not be required to (and shall or to cause any of its Subsidiaries to) so confer, afford Parent and its Representatives reasonable access, during normal business hours until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such access or furnish such copies or other information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, however, that the Company may restrict the foregoing access and assistance to the extent thatthat doing so would result in a violation of law, in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege; provided further, howeverincluding through the use of joint defense agreements) or which are subject to confidentiality obligations owing to third parties. Without limiting the foregoing, that between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with respect Parent in connection with Parent securing financing to this clause consummate the Merger (cincluding debt and/or equity financing), if including, without limitation, cooperating with the Parent in obtaining appraisals of the assets of the Company and its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Company’s accountants and their work papers, making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosureand its Subsidiaries. In addition, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided shall deliver estimated and reasonably detailed final monthly financial results and statements to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to as promptly as practicable following each of their preparation at the Confidentiality Agreement, the terms end of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreementeach fiscal month. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto Nothing contained in this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the conditions hereunder right to control or direct the Company’s or its Subsidiaries’ operations prior to the obligations of the parties heretoEffective Time in any unlawful manner.

Access to Information; Confidentiality. The Company agrees that upon Upon reasonable notice it shall and subject to the Confidentiality Agreement between the Parent and the Company (the "Confidentiality Agreement"), the Company shall, and shall cause each of its Subsidiaries to) , afford to the Parent and to its Representatives officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access, access during normal business hours until during the earlier of period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and the date this Agreement is terminated pursuant to Article VIIrecords and, to during such information regarding period, the Company and its Subsidiaries as may reasonably be requested by Parent shall, and shall cause each of its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; providedSubsidiaries to, however, that the Company may restrict the foregoing access and assistance furnish promptly to the extent that, in the reasonable judgment of the Company, Parent (a) any applicable Law requires a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the Company requirements of federal or its Subsidiaries to restrict or prohibit access to any such properties or information, state securities laws and (b) all other information concerning its business, properties and personnel as the Parent may reasonably request (including the Company's outside accountants work papers and the Company's monthly financial statements). The Company shall not be required to provide access to or disclose information is subject to confidentiality obligations to a third party that where such access or disclosure would be breached by such disclosurecontravene any law, rule, regulation, order or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub decree. No review pursuant to this Section 5.03 5.5 shall be subject to limit the Confidentiality Agreement, Parent's or Merger Sub's reliance on or the terms enforceability of which shall continue to apply, except as otherwise agreed any representation or warranty made by the CompanyCompany herein. The Parent will hold, notwithstanding termination of this Agreement. In the event of and will cause its officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any conflict between the terms of this Section 5.03 (other than clause (c) above) and nonpublic information in accordance with the terms of the Confidentiality Agreement, . Notwithstanding the terms foregoing and any provisions of the Confidentiality Agreement shall control. No review of information pursuant to the contrary, the parties to this Agreement will affect (and any employee, representative or any agent of any party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the representations transaction contemplated hereby (the "Transaction"), beginning on the earlier of (i) the date of public announcement of discussion relating to the Transaction, (ii) the date of public announcement of the Transaction or warranties (iii) the date of the execution of this Agreement; provided, however, none of the parties hereto contained in this Agreement (nor any employee, representative or the conditions hereunder any agent thereof) may disclose any information to the obligations extent that such disclosure could result in a violation of the parties heretoany federal or state securities law.

Access to Information; Confidentiality. The (a) Subject to applicable Law, from the date hereof until the Company agrees that upon reasonable notice it shall (Merger Effective Time, the Company shall, and shall cause its the Subsidiaries and the Representatives of the Company and the Subsidiaries to) , afford Parent and its Representatives Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access, access during normal business hours until to the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time and the date this Agreement is terminated pursuant to Article VII, to such information regarding the Company and its Subsidiaries each Subsidiary, and all other financial, operating and other data and information relating to the Company and each Subsidiary and JV Entity as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s or any Subsidiary’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be requested unreasonably withheld, (ii) contact or have any discussions with any of the landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, provided, that clauses (i) and (ii) shall not be applicable to contacts or discussions not related to the transactions contemplated by this Agreement and shall not be applicable to contacts and discussions with the Company’s executive officers or its financial advisors, or (iii) damage any property or any portion thereof. Without limiting the provisions of this Section 7.03(a) and subject to any rights of tenants under Company Leases, Parent and its Representatives shall cause its executive officers have the right to conduct appraisal and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or environmental and engineering inspections of each of the Business generallyCompany Properties; provided, however, that neither the Buyer Parties nor their Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building or property. Parent shall schedule and coordinate all inspections with the Company may restrict and shall give the foregoing access and assistance Company at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the extent thatforegoing, in neither the reasonable judgment Company nor any of the Company, (a) any applicable Law requires the Company or its Subsidiaries shall be required to restrict or prohibit provide access to any or to disclose information where such properties access or information, (b) the information is subject to confidentiality obligations to a third party that disclosure would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve jeopardize the attorney-client privilege; privilege of the Company or the Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided furtherthat upon the request of Parent the Company and the Subsidiaries shall use commercially reasonable efforts to obtain consent from the applicable Third Party or enter into a customary joint defense agreement, if applicable, to enable the disclosure of such information). No investigation conducted under this Section 7.03, however, that shall affect or be deemed to modify any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of representation or warranty made in this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours until During the period from the date of this Agreement through the earlier of the Effective Time and the date termination of this Agreement is terminated pursuant to Article VIISection 8.01, upon reasonable notice, the Company shall and shall cause each of its Subsidiaries to (i) afford Parent and its authorized directors, officers, employees, potential Financing Sources and Representatives reasonable access to the business, properties, assets, employees, officers, Contracts, books and records of the Company and its Subsidiaries; and (ii) furnish to Parent and its authorized directors, officers, employees, potential Financing Sources and Representatives such additional financial and operating data and other information regarding the Company and its Subsidiaries (or copies thereof) as Parent may from time to time reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, that any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of a director, officer, employee or Representative of the Company may restrict and in such a manner as not to interfere with the foregoing access normal operations of the Company and assistance its Subsidiaries. Notwithstanding anything to the extent thatcontrary in this Agreement, the Company and its Subsidiaries shall not be required to provide, or cause to be provided, any such access or disclose any such information to Parent or its authorized directors, officers, employees, potential Financing Sources or Representatives if such disclosure would, in the Company’s reasonable judgment of the Companydiscretion, (ax) jeopardize any attorney-client or other legal privilege; or (y) contravene any applicable Law requires Law, Order, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to Parent under this Section 6.03(a) as “Antitrust Counsel Only Material”. Such materials and the information contained therein shall be given only to Parent’s outside antitrust counsel or a designated in house counsel of Parent approved by the Company and will not be disclosed by such outside counsel or in-house counsel to directors, officers, other employees, potential Financing Sources or Representatives of Parent unless express permission is obtained in advance from the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) The Company agrees that upon reasonable notice it shall (shall, and shall cause its the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to) , afford the officers, employees and agents of Parent and its Representatives Merger Sub, at their sole cost and risk, reasonable access, access during normal business hours until from the earlier of date hereof through the Effective Time and the date Date (or earlier termination of this Agreement is terminated pursuant in accordance with its terms) to Article VIIits officers, to such employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish Parent and Merger Sub all financial, operating and other data and information regarding the Company as Parent and its Subsidiaries as Merger Sub through their officers, employees or agents, may reasonably be requested by request. Parent and Merger Sub, at their sole cost and risk, shall cause its executive officers have the right to make such due diligence investigations as Parent and other relevant personnel Merger Sub shall deem necessary or reasonable, upon reasonable notice to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyCompany; provided, however, that any investigations of the Company’s facilities or any visits or telephonic communications with the Company’s customers (to extent such customers are not also customers of Parent or a Parent Subsidiary, in which case, the restrictions contained in this sentence shall not apply to communications regarding the business of Parent or such Parent Subsidiary) shall be conducted under the supervision of appropriate personnel of the Company or with the prior consent of the Company (which consent may cover multiple communications and shall not be unreasonably withheld) and in a manner as not to unreasonably interfere with or disrupt the normal operation of the business of the Company. All requests for such access shall be made to such agents of the Company as the Company may restrict the foregoing designate, who will be solely responsible for coordinating all such requests and all access and assistance to the extent thatpermitted hereunder. Neither Parent, in the reasonable judgment Merger Sub nor any of their respective representatives shall contact any of the Companyemployees, (a) any applicable Law requires customers, landlords, licensors or suppliers of the Company or its Subsidiaries any Company Subsidiary in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such agents of the Company as the Company may designate. Neither the Company nor any Company Subsidiary will be required to restrict afford access or prohibit access to any such properties or information, (b) the disclose information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of jeopardize attorney-client privilege; provided further, however, that contravene any binding agreement with respect to this clause (c), if requested by Parent, any third party or violate any Law or regulation. The parties will make reasonable appropriate substitute arrangements in circumstances where the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoprevious sentence applies.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries toa) afford Parent and its Representatives reasonable access, during normal business hours From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement, subject to the restrictions and/or consent obligations of any third-party agreement or Applicable Law, XETA shall allow the Parent Parties and their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at the date this Agreement is terminated pursuant to Article VIIParent Parties’ sole risk and expense, to such information regarding the Company all facilities, properties, personnel, books and records of XETA and its Subsidiaries subsidiaries, as may reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyapplicable; provided, howeverthat no investigation pursuant to this Section 5.2 shall affect any representation or warranty given by XETA hereunder; and provided, further, that notwithstanding the Company may restrict provision of information by XETA or investigation by the foregoing access Parent Parties, XETA shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement. The Parent Parties agree to conduct their investigation in a manner that does not interfere unreasonably with the operations of XETA and assistance its subsidiaries or with the prompt and timely discharge of the duties of XETA’s employees. The Parent Parties agree to indemnify and hold XETA and its subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the Parent Parties, and any loss, damage to or destruction of any property owned by XETA or its subsidiaries or others (including claims or liabilities for loss of use of any property) to the extent that, in resulting directly or indirectly from the reasonable judgment action or inaction of any of the Company, (a) Parent Parties’ representatives during any applicable Law requires visit to the Company business or property sites of XETA or its Subsidiaries subsidiaries prior to restrict the completion of the Merger, whether pursuant to this Section 5.2 or prohibit otherwise. XETA shall furnish as promptly as practicable to Parent an unaudited monthly consolidated balance sheet of XETA and its subsidiaries for the month then ended and related consolidated statements of earnings, cash flows and shareholders’ equity (which XETA will use reasonable best efforts to furnish no later than ten business days after the end of each month). Notwithstanding the foregoing, XETA shall not be required to provide access to any or otherwise disclose information if such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosureto, or (c) such access or disclosure of any such information or document could result in the loss of attorney-client privilege; provided furtherwould jeopardize, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, howeverwork product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to keep confidential by reason of contract or agreement with third parties or by reason of Applicable Law (in which case the parties will make appropriate substitute disclosure arrangements, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 shall if such arrangements can be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed made by the Company, notwithstanding termination of this Agreementparties using their reasonable best efforts). In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms None of the Confidentiality AgreementParent Parties or any of their officers, the terms of the Confidentiality Agreement employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall control. No review of information pursuant to this Agreement will affect conduct any environmental testing or sampling on any of the representations business or warranties property sites of XETA or its subsidiaries prior to the completion of the parties hereto contained in this Agreement or Merger without the conditions hereunder to the obligations prior written consent of the parties heretoXETA.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (shall, and the Company shall cause its the Subsidiaries to) , afford Parent to NESR and its Representatives accountants, counsel, financial advisors, directors, officers and employees reasonable access, during normal business hours until upon reasonable notice throughout the period prior to the earlier of the Effective Time NESR Closing and the date termination of this Agreement is terminated pursuant to Article VIIin accordance with the terms hereof, to the Company’s and the Subsidiaries’ respective books, financial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, internal audit reports, and “management letters” from such information regarding accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and its the Subsidiaries to the extent required for the purposes of monitoring the financial performance of the Company, preparing for the transition of the ownership of the Company to NESR or preparing the Proxy and, during such period, shall furnish as soon as reasonably practicable such information in the possession or control of the Company or any Subsidiary concerning the businesses, properties and personnel of the Company and the Subsidiaries as may NESR shall reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding request for any such information or the Business generallypurpose; provided, however, such investigation shall not disrupt the Company’s operations in any material manner. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with NESR during normal business hours and upon reasonable notice and then only to the extent that it will not and is not reasonably likely to disrupt the Company’s operations in any material manner. All information provided to, or obtained by, the Purchaser, the Company, or the Selling Stockholders in relation to the subject matter of, and negotiations leading to, this Agreement, including but not limited to the terms of this Agreement, shall be considered “Confidential Information” and kept strictly confidential by the Parties; provided that the Purchaser and the Company may restrict disclose such information as is necessary: (i) to fulfill the foregoing access and assistance Condition; or (ii) to the extent that, include in the reasonable judgment of the Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any Proxy. No information provided to Parent and/or Merger Sub or obtained by the Purchaser pursuant to this Section 5.03 6.1 shall be subject limit or otherwise affect the remedies available hereunder to the Confidentiality AgreementPurchaser (including the Purchaser’s right to any damages), or the terms of which shall continue to applywarranties of, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of of, the parties heretoParties.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to) afford to Parent and its Representatives accountants, counsel, financial advisors and other representatives, reasonable access, during normal business hours until upon reasonable notice throughout the earlier period prior to the Closing, to the Company’s books, financial information (including working papers and data in the possession of the Effective Time Company’s or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the date this Agreement is terminated pursuant to Article VIICompany’s systems of internal control), to Contracts and records of the Company and, during such period, shall furnish promptly such information regarding concerning the Business, properties and personnel of the Company and its Subsidiaries as may Parent shall reasonably be requested by Parent and shall cause its executive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generallyrequest; provided, however, such investigation shall be carried out in a manner that does not disrupt in any material respect the Company’s operations. The Company shall authorize and direct the appropriate directors, managers, Employees, consultants and other advisors (including contract research organizations and contract manufacture organizations) of the Company to discuss matters involving the operations and Business with representatives of Parent, provided that the timing of such discussions shall be coordinated between the Company may restrict and Parent to comply with the foregoing access provisions of this Section 6.1. From and assistance after the Closing, each Equityholder shall treat and hold as such any and all confidential information concerning the Business and affairs of the Company (“Confidential Information”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to Parent or destroy, at the request and option of Parent, all tangible embodiments (and all copies) of the Confidential Information which are in such Equityholder’s possession. If any Equityholder is ever requested or required to disclose any Confidential Information, such Equityholder shall notify Parent promptly of such request or requirement so that Parent may seek an appropriate protective order or waive compliance with this Section 6.1. If, in the absence of a protective order or the receipt of a waiver hereunder, such Equityholder, on the written advice of counsel, is compelled to disclose any Confidential Information to any Governmental Body, arbitrator, or mediator or else stand liable for contempt, such Equityholder may disclose such Confidential Information to the extent that, so required. Notwithstanding anything express or implied in the reasonable judgment foregoing provisions of this Section 6.1 to the Companycontrary, (a) any applicable Law requires the Company shall not be required to disclose or its Subsidiaries to restrict or prohibit provide access to any information if such properties disclosure or information, (b) the information is subject to confidentiality obligations to a third party that access would be breached by such disclosure, or (c) disclosure of contravene any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any applicable Law. No information provided to or obtained by Parent and/or Merger Sub pursuant to this Section 5.03 6.1 shall be subject limit or otherwise affect the remedies available hereunder to the Confidentiality Agreement, the terms of which shall continue Parent (including Parent’s right to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information seek indemnification pursuant to this Agreement will affect any of Article VIII), or the representations or warranties of the parties hereto contained in this Agreement of, or the conditions hereunder to the obligations of of, the parties hereto.

Access to Information; Confidentiality. The Company agrees that upon reasonable notice it shall (Each of the Burro Parties and the Kick Parties shall, and shall cause its each of their Subsidiaries to) , afford Parent to each other and its their respective Representatives reasonable access, access during normal business hours until hours, during the earlier period prior to the Initial Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Effective Time Burro Parties and the date this Agreement is terminated pursuant to Article VIIKick Parties shall, to such information regarding the Company and its Subsidiaries as may reasonably be requested by Parent and shall cause its executive officers each of their Subsidiaries to, furnish promptly to the other Party: (a) a copy of each report, schedule, registration statement and other relevant document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning its business, properties and personnel to as may be reasonably available to Parent to respond to reasonable questions regarding such information or requested (including Tax Returns filed and those in preparation and the Business generallywork papers of its auditors); provided, however, that the Company may restrict the foregoing access and assistance shall not require either Party to disclose any information to the extent thatsuch disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the terms of (i) the Confidentiality Agreement, in between Kick and the reasonable judgment Partnership, dated as of October 19, 2023 (the Company“Confidentiality Agreement”), (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (bii) the information is subject to confidentiality Clean Team Agreement, between the Partnership and Kick, dated as of November 8, 2023 (the “Kick Clean Team Agreement”), and (iii) the Clean Team Agreement between the Partnership and Kick, dated as of November 20, 2023 (the “Burro Clean Team Agreement” and together with the Kick Clean Team Agreement, collectively the “Clean Team Agreements” and each a “Clean Team Agreement”). The obligations to a third party that would be breached by such disclosure, or (c) disclosure of any such information or document could result Kick and the Partnership under the Confidentiality Agreement and Clean Team Agreements shall remain in the loss of attorney-client privilegefull force and effect in accordance with their terms; provided furtherprovided, however, that with respect to this clause (c), if requested by Parent, nothing in the Company will enter into joint defense agreements Confidentiality Agreement or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its outside legal counsel, but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to Parent and/or Merger Sub pursuant to this Section 5.03 Clean Team Agreements shall be subject deemed to restrict the Confidentiality performance by the Burro or Kick of their respective obligations under this Agreement, and in the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event case of any conflict between the terms of this Section 5.03 (other than clause (c) above) Agreement, on one hand, and the terms of the Confidentiality AgreementAgreement or Clean Team Agreements, on the other hand, the terms of the Confidentiality this Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.