Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsClosing Date, upon reasonable notice, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s properties, booksassets, Contracts offices, facilities, books and records, records of the Company and its Subsidiaries and shall furnish Parent and the Debt Financing Sources with such financial, operating and other data and information relating to the Company shall furnish promptly to Parent such information concerning and its business and properties Subsidiaries as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided provided, however, that Parent and their respective Representatives shall conduct any such activities access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere unreasonably with the business or normal operations of the Company; Company and providedits Subsidiaries. Notwithstanding anything to the contrary in this Section 5.4, further, neither the Company nor any of its Subsidiaries shall be required to disclose any information to Parent or its Representatives or any Debt Financing Source if such disclosure would (a) jeopardize any attorney-client or other legal privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not be obligated result in a loss of attorney-client or other legal privilege or develop an alternative method of providing such information to Parent), or (b) contravene any Law or Contract (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not contravene Law or Contract or develop an alternative method of providing such information to Parent). Prior to the Closing, Parent if the Company determines, in shall not and shall cause its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Affiliates and its and their Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyDebt Financing Sources not to use any information obtained pursuant to this Section 5.4 for any purpose unrelated to the Merger and the transactions contemplated hereby. No investigation pursuant to this Section 5.6 5.4 shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject Notwithstanding anything herein to the terms of the Confidentiality Agreementcontrary, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent Merger Sub shall not, and Parent shall cause its their respective Representatives not to, use such information for contact any purpose unrelated to the consummation partner, licensor, licensee, customer or supplier of the TransactionsCompany in connection with the Merger or any of the transactions contemplated hereby without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its to Parent’s Representatives access upon reasonable access advance notice and during normal business hours to the Company’s all their respective properties, assets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant employees, but only to the requirements of federal or state securities Laws); provided extent that Parent and their respective Representatives shall conduct any such activities in such a manner as access does not to unreasonably interfere unreasonably with the business or operations of the CompanyCompany and its Subsidiaries, and the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any information concerning its business as Parent may reasonably request; and provided, furtherhowever, that the Company shall not be obligated required to provide (or to cause any of its Subsidiaries to) afford such access or furnish such information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, extent that doing so would violate is restricted under applicable Law or otherwise would 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 Contract or obligation manner that does not result in a loss of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege). Following the date of this Agreement and prior to the Effective Time, or expose Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request, provided such review is permitted by applicable Law. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its Representatives to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Acthold, any and all information received from the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and confidential in accordance with the CompanyConfidentiality Agreement. No investigation pursuant to this Section 5.6 shall affect any representationby Parent, warranty, covenant or agreement of any party hereto Merger Sub or any condition of their respective Representatives and no other receipt of information by Parent, Merger Sub or any of their respective Representatives, whether before or after the date of this Agreement, shall operate as a waiver or otherwise affect the representations, warranties, obligations, covenants and agreements of the Company (or remedies with respect thereto) or the conditions to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Merger Sub under this Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until of this Agreement through the earlier of the Effective Time Closing (or if earlier, the date on which this Agreement is terminated in accordance with pursuant to Article VII), Seller shall, and shall cause the Company or its termsother Subsidiaries to, (i) provide to Buyer 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 concerning the Company and its Subsidiaries as Buyer or its Representatives may reasonably request. Notwithstanding the foregoing, the Company shall afford Parent and its Representatives reasonable not be required to provide such access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may if it reasonably request determines that it would (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with A) materially impair the business or operations of the Company; and providedCompany or any of its Subsidiaries, further(B) cause a violation of any Company Material Contract, that or (C) constitute a violation of any applicable Law. Nothing herein shall require the Company shall not be obligated or Buyer or any of their respective Subsidiaries to provide such access or disclose information to Parent if the Company determines, extent such information would result in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation waiver of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, work product doctrine or expose the Company to risk similar privilege or violate any confidentiality obligation of liability for disclosure of sensitive or personal information. Following expiration or early termination such Party existing as of the waiting period under date of this Agreement (provided that such Party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the HSR Actprotection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Companyapplicable). No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of Notwithstanding the foregoing, Parent no Company Response Action or Buyer Response Action shall not, and Parent be deemed to violate or breach this Section 5.03 in any way or serve as a basis for Buyer or the Company or any of their respective Affiliates to terminate this Agreement or assert that any condition in Article VI shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshave been satisfied.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier Closing, and except as limited by Law in the reasonable good faith judgment of the Effective Time or the date on which this Agreement is terminated Company in accordance with its termslight of competitive and other concerns, the Company shall, and shall cause its Subsidiaries to, take reasonable efforts to afford Parent the authorized agents and its Representatives representatives of Parent, at Parent’s sole risk and expense, with reasonable access access, during normal business hours and upon reasonable advance notice, to the offices, properties, facilities, books and records (to the extent that such books and records are located at the offices in Los Angeles, California) of the HOB Entities, as Parent reasonably deems necessary or advisable, and to those employees of the HOB Entities to whom Parent reasonably requests access, and furnish to the employees, authorized agents and representatives of Parent, such financial and operating data and all other information concerning the business, employees, property and personnel of the Company as such Persons may reasonably request, it being agreed that the foregoing shall not require any HOB Entity to permit any inspection, or to disclose any information, that in the Company’s propertiesjudgment is reasonably likely to result in (i) waiver of any attorney-client privilege, books(ii) disclosure of any trade secrets of third parties, Contracts and records(iii) violation of any obligations of any HOB Entity with respect to confidentiality or (iv) disclosure of any competitive information, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated required, nor shall it be required to provide such access cause any of its Subsidiaries to, take any action beyond reasonable efforts or that would unreasonably disrupt their respective normal operations. Notwithstanding anything to the contrary, all requests for information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation made pursuant to this Section 5.6 8.5 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations Company’s Senior Vice President, Finance and Accounting, Pxxxx Xxxxxx, or to the Company’s Associate General Counsel, Mxxxxxx Xxxxxxx, or such other officer, consultant or advisor of the parties heretoCompany as may be designated by it to receive such requests. Until All information obtained by Parent and its employees, agents and representatives pursuant to this Section 8.5 shall be kept confidential and treated in accordance with the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent Agreement shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsterminate.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors reasonable access upon reasonable advance notice and during normal business hours during the exchange of information, from the date hereof until the earlier of period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsto all their respective properties, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s propertiesassets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such any information concerning its business and properties as Parent may reasonably request (including the work papers of KPMG LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other than information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any publicly available document filed of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by it Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or 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. Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Company shall not be required to provide the foregoing access to Parent or to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives or advisors, or to disclose any information Parent or to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants or other representatives and advisors, in any case pursuant to this Section 6.02 or otherwise, if (i) such access or disclosure would cause a loss, waiver or impairment of the requirements attorney-client privilege of federal the Company or state securities Lawsits Subsidiaries (it being understood that the parties shall use reasonable best efforts to cause such information to be provided in a manner that does not result in such loss, waiver or impairment, which reasonable best efforts shall include entering into one or more joint defense or community of interest agreements on customary terms if counsels to the parties reasonably conclude that such agreements are likely to preserve the privilege); provided that , or (ii) if the Company determines, after consultation with Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with considering the business or operations advice of the Company’s outside counsel, that such access or disclosure would violate any Law or Judgment applicable to the Company or any of its Subsidiaries or breach or otherwise violate any Contract to which the Company or any of its Subsidiaries is a party entered into prior to the date of this Agreement; and provided, furtherhowever, that the Company shall not be obligated use its reasonable best efforts to provide get consents from the counter-parties to any such access or Contracts in order to allow the Company to disclose confidential information to Parent if the Company determinesand its officers, in its reasonable judgment after consultation with outside counselemployees, that doing so would violate applicable Law investment bankers, attorneys, accountants, consultants and other representatives or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsadvisors.

Access to Information; Confidentiality. From the date hereof to the Closing Date, Seller shall, and shall cause the Company and its officers, employees, consultants and agents to, afford the officers, employees and agents of Buyer access at all reasonable times to the officers, employees, consultants, agents, customers, suppliers, properties, offices, plants and other facilities, books and records of the Seller Group (to the extent relating to the Business) and the Company and shall furnish Buyer with all financial, operating and other data and information as Buyer, through its officers, employees or agents, may reasonably request; provided, however, that Seller shall have the right to have a representative present, Buyer shall consult with Seller regarding the topics for discussion at any meetings with customers or suppliers and Seller shall not be required to provide access to any information that is (a) Subject subject to applicable Laws relating attorney client privilege to the exchange of informationextent doing so would cause such privilege to be waived, from the date hereof until the earlier of the Effective Time (b) prohibited by applicable Law or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours (c) subject to contractual prohibitions against disclosure to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that extent doing so would violate applicable Law such prohibition; provided that to the extent any information is not made available due to circumstances set forth in the foregoing clauses (a) - (c), the Parties shall cooperate in seeking to find a way to allow disclosure of such information without breaching confidentiality obligations or a Contract or obligation of confidentiality owing losing the ability to a third-party, jeopardize the protection of the maintain attorney-client privilege, work product privilege or expose similar claims of privilege (the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of exceptions set forth in the waiting period under foregoing clauses (a) - (c) and the HSR Actobligations in the proviso following clauses (a) - (c), the Company shall also arrange visits by Representatives “Disclosure Exceptions”). Notwithstanding anything to the contrary contained herein, none of Parent to such customers as Seller or its Affiliates (including the Company) shall be mutually agreed by Parent and required to disclose to Buyer or any of its representative any consolidated, combined, affiliated or unitary tax return which includes Seller or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company. No investigation pursuant to this Section 5.6 6.2 shall affect any representation, warranty, covenant representation or agreement warranty in this Agreement of any party hereto Party or any condition to the obligations of the parties heretoParties. Until The Parties shall continue to comply with and to perform their respective obligations under the Effective TimeMutual Nondisclosure Agreement between the Parties entered into as of January 18, 2018 (the “Mutual Nondisclosure Agreement”). After the Closing Date, upon the request of a Party (the “Requesting Party”), the other Party shall, at the Requesting Party’s cost and expense, provide such Requesting Party with access at all reasonable times to the officers, employees, consultants and agents and the books and records that relate to the Business, and shall furnish such Requesting Party with all other data and information provided pursuant to this Section 5.6 will be as such Requesting Party, through its officers, employees or agents, may reasonably request in respect of the Business, in each case, subject to the terms of Disclosure Exceptions and solely to the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use extent that such information is reasonably required for any purpose unrelated to the consummation of the Transactionsa legitimate business purpose.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to During the exchange of informationPre-Closing Period, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives representatives (including any financing sources and their respective representatives) shall continue to have reasonable access during normal business hours to the Company’s properties, books, Contracts books and records, and records (consistent with applicable Law regarding privacy) of the Company shall furnish promptly and its Subsidiaries to Parent conduct such information concerning its business and properties inspections as Parent may reasonably request (other than any publicly available document filed by it request. Any inspection pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities this Section 5.2 will be conducted in such a manner so as not to interfere unreasonably with the business or operations conduct of the Company; businesses of the Company and providedits Subsidiaries and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, furtheror to disclose any information, that the Company determines in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Parent nor any of its representatives shall contact any of the employees (other than the senior officers identified by the Company to Parent), landlords, customers or suppliers of the Company or its Subsidiaries without the prior written consent of the Company, which consent shall not be obligated to provide unreasonably withheld or delayed; it being acknowledged that any and all such access or information to Parent if the Company determines, in its reasonable judgment after consultation contacts will be arranged by and coordinated with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation All information exchanged pursuant to this Section 5.6 5.2 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Non-Disclosure Agreement, dated as of December 2May 1, 2013, 2014 between Parent and the Company and Parent, as amended from time to time (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationThe Company shall, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with shall cause its terms, the Company shall afford Parent Subsidiaries and its and their respective directors, officers and employees to, and shall use reasonable best efforts to cause its other Representatives to, if reasonably requested by Parent, give Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal reasonable business hours to the Company’s offices, properties, books, Contracts records and recordspersonnel of the Company and the Subsidiaries of the Company, and in each case, for the purposes of implementing and/or consummating the Transactions; provided, however, that the Company shall furnish promptly not be obligated to provide such access or information if the Company determines in its reasonable judgment that doing so would (i) violate applicable Contract, Law or any applicable Judgment, or (ii) waive the protection of attorney-client privilege, attorney work product protection or other legal privilege; provided, that, that the Company will reasonably cooperate with Parent to provide such document or information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant in a manner that would not result in violation of Contract or Law or the loss or waiver of such privilege, to the requirements of federal or state securities Laws); provided that extent feasible. Parent and their respective its Representatives shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation any Subsidiary of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. Notwithstanding anything to the contrary contained herein, prior to the Closing, Parent shall have no right to perform invasive or subsurface investigations or sampling of any environmental media or building materials at the properties or facilities of the Company or any of the Company’s Subsidiaries without prior written consent of the Company (which may be denied, delayed or conditioned in the sole discretion of the Company). No investigation or access permitted pursuant to this Section 5.6 6.03 shall affect or be deemed to modify any representationrepresentation or warranty made by the Company hereunder or limit or restrict any rights of Parent or Merger Sub, warranty, covenant or agreement of including any party hereto or any right to assert that a condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives Closing has not to, use such information for any purpose unrelated to the consummation of the Transactionsbeen satisfied.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives reasonable access during normal business hours to the Company’s Representatives of Parent reasonable access, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books, Contracts contracts, commitments, personnel (including in order to allow Parent to evaluate such personnel) and recordsrecords and, during such period, the Company shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent (a) 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 and (b) all other information concerning its business business, properties and properties personnel as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such each case, in a manner so as to not to interfere unreasonably in any material respect with the normal business or operations of the CompanyCompany or any Company Subsidiary); and provided, furtherhowever, that the Company shall not be obligated required to provide permit such access or information make such disclosure, to Parent if the Company extent it determines, in its reasonable judgment after consultation with outside counsel, that doing so such disclosure or access would reasonably be likely to (i) violate applicable Law the terms of any confidentiality agreement or other Contract with a Contract third party (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or obligation disclosure), (ii) result in the loss of confidentiality owing any attorney-client 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 third-party, jeopardize the protection manner that does not result in a loss of the attorney-client privilege), or expose (iii) violate any Law (provided that the Company shall use its reasonable best efforts to risk of liability for provide such access or make such disclosure of sensitive or personal informationin a manner that does not violate Law). Following expiration or early termination of If any material is withheld by the waiting period under Company pursuant to the HSR Actproviso to the preceding sentence, the Company shall also arrange visits by Representatives inform Parent as to the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 6.02 to the extent such access or agreement of any party hereto information is reasonably pertinent to a litigation where the Company or any condition to of its Affiliates, on the obligations one hand, and Parent or any of its Affiliates, on the parties heretoother hand, are adverse parties. Until the Effective Time, the All information provided exchanged pursuant to this Section 5.6 will 6.02 shall be subject to the terms of the Confidentiality Agreementconfidentiality agreement, dated as of December 2September 11, 20132012, between Parent and the Company (the “Confidentiality Agreement”) and“). Subject to the limitations and restrictions set forth in, and without limiting expanding the generality obligations of the foregoingParties under, Parent shall notthis Section 6.02, the Company shall, and Parent shall cause its Representatives not Subsidiaries to, use such information for any purpose unrelated reasonably cooperate with Parent and its Subsidiaries to facilitate the consummation planning of the Transactionsintegration of the parties and their respective businesses after the Closing Date.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier Closing Date, Seller to the extent permitted by Applicable Law will (i) give, and will cause the Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties (including for purposes of performing Phase I environmental assessments), books and records of the Effective Time or Company and the date on which this Agreement is terminated in accordance with its terms, Subsidiaries and to the books and records of Seller relating to the Company shall afford Parent and the Subsidiaries and (ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its Representatives reasonable access during normal business hours counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent or any Subsidiary as such information concerning its business and properties as Parent Persons may reasonably request (other than any publicly available document filed by it request. Any investigation pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives this Section shall conduct any such activities be conducted in such a manner as not to interfere unreasonably with the business or operations conduct of the business of Seller or the Company; and provided. Notwithstanding the foregoing, further, that Buyer shall not have access to (A) personnel records of the Company shall not be obligated and the Subsidiaries relating to provide such access individual performance or evaluation records, medical histories or other information to Parent if which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company determines, or any Subsidiary to risk of liability or (B) any information or documentation that would in its the reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation discretion of confidentiality owing to a third-party, jeopardize the protection of the Seller waive any attorney-client privilege, attorney work product protection or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent other legal privilege applicable to such customers as shall be mutually agreed by Parent and the Companyinformation or documentation or any other applicable legal privilege. No investigation pursuant to this Section 5.6 by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant warranty or agreement of any party hereto given or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsmade by Seller hereunder.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company) Subject to applicable Laws relating during normal business hours and upon reasonable prior notice to the exchange of information, from Company during the date hereof until the earlier of period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with to all its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts contracts, commitments, personnel and recordsrecords and, and during such period, the Company shall furnish promptly to Parent such information concerning its business business, properties and properties personnel as Parent may reasonably request (other than any publicly available document filed by it pursuant to request. Notwithstanding the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and providedforegoing, further, that the Company shall not be obligated required to provide access to or disclose information where the Company reasonably determines that such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose privilege of the Company or contravene any Law or any Contract to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, which the Company is a party (it being agreed that the parties shall also arrange visits by Representatives of Parent use their Reasonable Best Efforts to cause such customers as shall information to be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representationprovided in a manner that does not cause such violation or jeopardization, warrantyprovided, covenant or agreement of any party hereto or any condition to the obligations however, that none of the parties heretohereto nor any of their Affiliates shall be required to make monetary payments in connection with the foregoing). Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Non-Disclosure Agreement dated as of December 2November 3, 20132006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) and, without limiting the generality of the foregoing), Parent shall nothold, and Parent shall cause its Representatives not toofficers, use such employees, accountants, counsel, financial advisors and other Representative to hold, all information for received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation conducted pursuant to this Section 5.02 shall affect or be deemed to modify or limit any purpose unrelated to the consummation of the Transactionsrepresentation or warranty made in this Agreement.

Access to Information; Confidentiality. Upon reasonable written notice, the Company shall (aand shall cause each of its Subsidiaries to) Subject to applicable Laws relating afford to the exchange representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of information41 Parent reasonable access, from in a manner not disruptive to the date hereof until ordinary course operations of the earlier business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period prior to the Effective Time (or the date on which earlier termination of this Agreement is terminated in accordance with its terms), to the books and records of the Company shall afford Parent and its Representatives reasonable access Subsidiaries and, during normal business hours to the Company’s propertiessuch period, books, Contracts shall (and records, and the Company shall cause each of its Subsidiaries to) furnish promptly to Parent such Representatives all information concerning the business, properties and personnel of the Company and its business and properties Subsidiaries as Parent may reasonably request (other than be requested in writing; provided, however, that nothing herein shall require the Company or any publicly available document filed by it pursuant of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations reasonable judgment of the Company, (i) violate applicable Law or the provisions of any material agreement to which the Company or any of its Subsidiaries is a party, or (ii) waive any attorney-client or other legal privilege; and provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental investigations or sampling at any of the properties owned, operated or leased by the Company and its Subsidiaries without the Company’s prior written consent, which shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Companyunreasonably withheld. No investigation or access permitted pursuant to this Section 5.6 6.4, or results therefrom, shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and warranty made by the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, hereunder. Parent shall agrees that it will not, and Parent shall will cause its Representatives not to, use such any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the consummation of the Transactionstransactions contemplated by this Agreement (which transactions, for the avoidance of doubt, shall include the Financing). The Confidentiality Agreement shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating From the date of this Agreement to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall afford use its commercially reasonable efforts to cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent and its Merger Sub and the Parent Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or operations any Company Subsidiary, upon prior written notice to the Company, to the officers, employees, properties, offices and other facilities of the CompanyCompany and the Company Subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; and provided, furtherhowever, that the Company shall not be obligated required to provide (or to cause any Company Subsidiary to) afford such access or furnish such information to Parent if the extent that the Company determines, in its reasonable judgment after consultation with outside counsel, believes that doing so would violate applicable Law would: (A) result in the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a Contract or obligation manner that does not result in a loss of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or expose violate any obligations of the Company or any Company Subsidiary with respect to risk confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of liability for disclosure of the Company or any Company Subsidiary receiving information that is competitively sensitive or personal information(D) breach, contravene or violate any applicable Law. Following expiration or early termination of the waiting period under the HSR Act, Parent agrees to indemnify and hold the Company shall also arrange visits by Representatives and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such customers as shall be mutually agreed by Parent and the Company. No investigation Representatives pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions5.5(a).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the The Company shall afford Parent to Acquiror and its Representatives reasonable full access during normal business hours throughout the period prior to the Effective Time to all of the Company’s 's properties, books, Contracts contracts, commitments and recordsrecords (including without limitation Tax Returns) and, and the Company during such period, shall furnish promptly upon request (i) to Parent the extent not provided for pursuant to the preceding clause, all financial records, ledgers, workpapers and other sources of financial information possessed or controlled by the Company or its accountants deemed by Acquiror or its Representatives necessary or useful for the purpose of performing an audit of the Company and certifying financial statements and financial information, and (ii) such other information concerning its business any of the foregoing as Acquiror shall reasonably request. In addition, each Party shall furnish promptly upon request a copy of each report, schedule and properties as Parent may reasonably request (other than any publicly available document filed or received by it pursuant to the requirements of any Applicable Law (including without limitation federal or state securities Laws); provided that Parent and laws) or filed by it or any of its Subsidiaries with any Authority in connection with the Transactions or which may have a material effect on their respective Representatives shall conduct any such activities in such businesses, operations, properties, prospects, personnel, condition, (financial or other), or results of operations. The Company and Acquiror acknowledge that they have heretofore executed a manner confidentiality agreement, dated February 27, 1997, as not to interfere unreasonably with the business or operations of the Company; and provided, further, that executed by the Company on March 7, 1997 (the "Confidentiality Agreement"), which separately and as incorporated herein shall not be obligated to provide such access or remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information to Parent if obtained from the Company determines, in by Acquiror or its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law Representatives or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose from Acquiror by the Company or its Representatives, pursuant to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR ActSection 5.1(a), the Company Confidentiality Agreement or otherwise, shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms provisions of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsupon reasonable notice, the Company (i) shall afford to Parent and its Parent’s Representatives (including, for the avoidance of doubt, AmTrust, NGHC and their respective Representatives) reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and recordsrecords (including, without limiting the generality of the foregoing, access to the foregoing and work papers of the Company’s auditors and access to the Company’s auditors, in each case as may be necessary for Parent or any of its Affiliates to begin the preparation, review and audit by Parent, its Affiliates or their respective auditors of financial statements with respect to the Company, its Subsidiaries and their respective assets, liabilities and results of operations in order to allow Parent and such Affiliates to comply with their reporting obligations after the Closing Date under applicable Law), (ii) shall provide Parent and Parent’s Representatives (including, for the avoidance of doubt, AmTrust, NGHC and their respective Representatives) reasonable cooperation with respect to the foregoing and the consummation of the Related Business Acquisitions, and the Company (iii) shall furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent or any of Parent’s Representatives may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would could violate applicable Law or a Contract or obligation of confidentiality owing to a third-third party, jeopardize or waive the protection of the an attorney-client privilege, privilege or expose other legal privilege (as long as the Company has used commercially reasonable efforts to risk obtain the consent of liability for disclosure of sensitive any third party required thereunder). Without limiting the foregoing, in the event that the Company does not provide access or personal information. Following expiration information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or early termination of information and shall use its reasonable best efforts to communicate, to the waiting period under the HSR Actextent feasible, the Company shall also arrange visits by Representatives applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of Parent to such customers as shall be mutually agreed by Parent and the Companyprivilege. No investigation All requests for information made pursuant to this Section 5.6 5.07 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of Person designated by the parties heretoCompany. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, letter agreement dated as of December 2November 5, 2013, between Parent by and among the Company and AmTrust Financial Services, Inc. (as may in the future be amended from time to time, the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to Laws, upon reasonable notice, each Party Group shall (and shall cause the exchange members of informationsuch Party Group to) afford the officers, from employees, counsel, accountants and other representatives and advisors (the date hereof until the earlier “Representatives”) of the Effective Time or the date on which this Agreement is terminated in accordance with its termsrequesting Party Group reasonable access, the Company shall afford Parent and its Representatives reasonable access during normal business hours from the Execution Date until the Effective Time, to the Company’s its properties, books, Contracts contracts and recordsrecords as well as to their management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and the members of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s Representatives in connection with the access provided pursuant to this Section 5.2, and shall be indemnified and held harmless by the Company requesting Party Group for any losses suffered by the disclosing Party Group or its Representatives in connection with any such personal injuries. Subject to applicable Laws, during such period, each Party Group shall (and shall cause the members of such Party Group to) furnish promptly to Parent such information concerning its business the other Party Group (i) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed 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 Federal, state or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not foreign Laws (including pursuant to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Securities Act, the Company Exchange Act and the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all information concerning the disclosing Party Group’s business, properties and personnel as the requesting Party Group may reasonably request, including all information relating to environmental matters. Notwithstanding the foregoing, a Party Group shall also arrange visits by Representatives have no obligation to disclose or provide access to any information the disclosure of Parent which such Party Group has concluded may jeopardize any privilege available to such customers as Party Group relating to such information or would be in violation of a confidentiality obligation binding on such Party Group. Each party shall be mutually agreed by Parent and hold information received from the Company. No investigation other party pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to 5.2 in confidence in accordance with the terms of the Confidentiality Agreement, dated as of December 2April 19, 2013, 2016 between Parent and the Company RRMS (as it may be amended from time to time, the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of the Effective Time or the date on which earlier termination of this Agreement is terminated in accordance with its terms, the Company shall afford (a) provide Parent and its Representatives reasonable access during normal business hours at reasonable times, and upon reasonable notice to the Company’s properties, booksconsistent with applicable Law, Contracts to the officers and recordsemployees, books and records and properties of the Company and its Subsidiaries, including any information reasonably necessary to help Parent analyze and coordinate post-closing tax planning, and (b) reasonably provide any financial and operating data and other information regarding the assets, properties or business of the Company shall furnish promptly to Parent such information concerning and its business and properties Subsidiaries as Parent may from time to time reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide (i) such access or information requests do not unreasonably interfere with the operation of the Company’s and its Subsidiaries’ business and shall be subject to their respective reasonable security measures and insurance requirements, (ii) Parent and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other than contact or other communications with such customers or suppliers by Parent or its Representatives in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company, (iii) such access shall not require the Company or its Subsidiaries to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company or its Subsidiaries to furnish to Parent if or its Representatives, or provide Parent or its Representatives with access to, information that outside legal counsel for the Company determinesreasonably determines would (A) give rise to Antitrust Law issues, (B) reasonably be expected to result in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation the loss of confidentiality owing to a third-party, jeopardize the protection of the any attorney-client privilege, or expose the Company other legal privilege or (C) not be permitted to risk of liability for disclosure of sensitive be provided to Parent or personal information. Following expiration or early termination of the waiting period its Representatives under the HSR Actterms of any Contract (provided, that, the Company shall also arrange visits by Representatives have used commercially reasonable best efforts (without payment of Parent any consideration, fees or expenses) to obtain the consent of any third party to such customers as Contract). Parent acknowledges that the information and access provided pursuant to this Section 5.04 shall be mutually agreed subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement, dated May 19, 2017, by Parent and between the CompanyCompany and X. Xxxxx Principal Investments, LLC (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall survive any termination of this Agreement; provided that Section 6 of the Confidentiality Agreement shall terminate as of the date of this Agreement. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 5.04 or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided or received by any Party pursuant to this Section 5.6 Agreement will be subject to the terms affect or modify any of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality representations or warranties of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsParties contained in this Agreement.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and confidentiality agreements, from the date hereof until the earlier Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Effective Time or Company and the date on which this Agreement is terminated Subsidiaries to afford Parent, following notice from Parent to the Company in accordance with its termsthis Section 7.02, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, booksoffices and other facilities, Contracts contracts, commitments, books and recordsrecords of the Company and each Subsidiary, and the Company shall furnish promptly to Parent such all other financial, operating and other data and information and any other information concerning its business business, properties and properties personnel as Parent may reasonably request request. Notwithstanding the foregoing, neither Parent nor any of its representatives shall (other than i) contact or have any publicly available document filed by it pursuant to discussions with any of the requirements customers of federal the Company or state securities Laws); provided that its Subsidiaries, unless in each case Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with obtains the business or operations prior written consent of the Company; and provided, further, that the Company which shall not be obligated unreasonably withheld, (ii) damage any property or any portion thereof or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) unless in each case Parent obtains the prior consent of the Company, which shall not be unreasonably withheld. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, (i) jeopardize the protection of the attorney-client privilegeprivilege of the Company, the Company Board or any committee thereof, or expose the Company Company's Subsidiaries, or (ii) contravene any Law or binding agreement entered into prior to risk the date of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Actthis Agreement, provided, that, if requested to do so by Parent, the Company shall also arrange visits by Representatives of Parent use its commercially reasonable efforts to such customers as shall be mutually agreed by Parent and obtain a waiver from the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionscounterparty.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause its Subsidiaries to, provide Parent, Sub and their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or and the date on which termination of this Agreement to all of the Company’s and its Subsidiaries’ properties, books and records and to those employees of the Company and its Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, the Company and its Subsidiaries shall furnish as promptly as practicable to such persons all information concerning its and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries, as applicable, or contravene any Law to which the Company or any of its Subsidiaries, as applicable, is terminated subject or a party; provided, that in accordance with its termsany such case, the Company shall afford Parent and its Representatives reasonable access during normal business hours provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the Company’s propertiesextent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of March 17, books2022, Contracts and recordsbetween Intercontinental Exchange Holdings, Inc. and the Company (as such agreement may be amended or supplemented from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall furnish promptly to Parent such information concerning its business hold, and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives shall conduct any such activities to hold, all information received from the other party or its Representatives, directly or indirectly, in such a manner as not to interfere unreasonably confidence in accordance with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyConfidentiality Agreement. No information or knowledge obtained by any person in any investigation pursuant to this Section 5.6 5.02 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of warranty made by any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating Parent and to the exchange officers, employees, attorneys, accountants and other representatives of informationParent, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours during the period prior to the Company’s Effective Time or the termination of this Agreement, and without undue disruption of their respective businesses, to their respective properties, books, Contracts contracts, commitments, personnel and recordsrecords and, during such period, the Company shall, and the Company shall furnish cause each of its Subsidiaries to, promptly deliver or make available to Parent such information concerning its business (a) a copy of each report, schedule, form, statement and properties as Parent may reasonably request (other than any publicly available document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws); provided that Laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent will hold, and their will cause its respective Representatives shall conduct officers, employees, attorneys, accountants and other representatives to hold, any such activities nonpublic information in such a manner as not to interfere unreasonably accordance with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Mutual Non-Disclosure Agreement, dated as of December 2November 28, 20132005, between Parent Interactive Communications International, Inc., a wholly-owned subsidiary of Parent, and DataWave Services US, Inc., a wholly-owned subsidiary of the Company (the “Confidentiality Agreement”). The Company (i) and, without limiting shall promptly upon execution of this Agreement request each Person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring the generality Company or any of its Subsidiaries to return all materials containing confidential information and copies thereof furnished to such Person by or on behalf of the foregoing, Parent Company or any of its Subsidiaries and (ii) shall not, and Parent shall cause without the prior written consent of Parent, waive any of its Representatives not to, use rights or remedies under any such information for confidentiality or non-disclosure agreement or release any purpose unrelated other party to the consummation any such confidentiality or non-disclosure agreement from any of the Transactionsits obligations thereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and any applicable Judgment, from between the date hereof until of this Agreement and the earlier of the Effective Time or and the date on which valid termination of this Agreement is terminated in accordance with its termspursuant to Section 7.01, upon reasonable notice, the Company shall (a) afford to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and records, records and the Company shall (b) furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, however, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counselParent, that doing so would reasonably be expected to (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third-partyLaw, jeopardize (ii) waive the protection of the an attorney-client privilege, attorney work product protection or expose other legal privilege, (iii) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened 42 Action against Parent or any of its Affiliates or (iv) involve documents or information relating to risk the evaluation or negotiation of liability this Agreement or the Transactions. Without limiting the foregoing, in the event that the Company 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 the basis for disclosure of sensitive such withholding and shall use its reasonable best efforts to make appropriate substitute arrangements under circumstances in which the xxxxx described in the foregoing clauses (i) through (iv) would not apply or, to the extent such arrangements are not feasible, to provide, to the extent feasible, the applicable access or personal information. Following expiration or early termination of information in a way that would not result in the waiting period under xxxxx described in the HSR Act, foregoing clauses (i) through (iv); provided that the Company shall also arrange visits by Representatives of Parent not be required to provide such customers as shall be mutually agreed by Parent and substitute arrangements or access or information to the Companyextent the Company would incur third party fees or expenses in connection therewith. No investigation All requests for information made pursuant to this Section 5.6 5.07 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of Person designated by the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives reasonable access during normal business hours to the Company’s Representatives of Parent reasonable access, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books, Contracts contracts, commitments, personnel (including in order to allow Parent to evaluate such personnel) and recordsrecords and, during such period, the Company shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent (a) 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 and (b) all other information concerning its business business, properties and properties personnel as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such each case, in a manner so as to not to interfere unreasonably in any material respect with the normal business or operations of the CompanyCompany or any Company Subsidiary); and provided, furtherhowever, that the Company shall not be obligated required to provide permit such access or information make such disclosure, to Parent if the Company extent it determines, in its reasonable judgment after consultation with outside counsel, that doing so such disclosure or access would reasonably be likely to (i) violate applicable Law the terms of any confidentiality agreement or other Contract with a Contract third party (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or obligation disclosure), (ii) result in the loss of confidentiality owing any attorney-client 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 third-party, jeopardize the protection manner that does not result in a loss of the attorney-client privilege), or expose (iii) violate any Law (provided that the Company shall use its reasonable best efforts to risk of liability for provide such access or make such disclosure of sensitive or personal informationin a manner that does not violate Law). Following expiration or early termination of If any material is withheld by the waiting period under Company pursuant to the HSR Actproviso to the preceding sentence, the Company shall also arrange visits by Representatives inform Parent as to the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 6.02 to the extent such access or agreement of any party hereto information is reasonably pertinent to a litigation where the Company or any condition to of its Affiliates, on the obligations one hand, and Parent or any of its Affiliates, on the parties heretoother hand, are adverse parties. Until the Effective Time, the All information provided exchanged pursuant to this Section 5.6 will 6.02 shall be subject to the terms of the Confidentiality Agreementconfidentiality agreement, dated as of December 2September 11, 20132012, between Parent and the Company (the “"Confidentiality Agreement”) and"). Subject to the limitations and restrictions set forth in, and without limiting expanding the generality obligations of the foregoingParties under, Parent shall notthis Section 6.02, the Company shall, and Parent shall cause its Representatives not Subsidiaries to, use such information for any purpose unrelated reasonably cooperate with Parent and its Subsidiaries to facilitate the consummation planning of the Transactionsintegration of the parties and their respective businesses after the Closing Date.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall, and shall cause each Subsidiary of the Company and each of their respective Representatives to, afford to Parent and its Representatives reasonable access during normal business hours (at Parent’s sole cost and expense) at reasonable times, and upon reasonable advance notice, to the Company’s and its Subsidiaries’ properties, officers, employees, agents, offices and other facilities, books, Contracts and records, records (including Tax Returns) and the Company and its Subsidiaries shall furnish promptly to Parent such information concerning its business business, properties, offices and properties other facilities, Contracts, assets, liabilities, employees, officers and other aspects of the Company and each Subsidiary of the Company as Parent or its Representatives may reasonably request (other than any publicly available document filed by it pursuant including information with respect to the requirements of federal or state securities Lawsrevenues); provided that Parent and their respective its Representatives shall use commercially reasonable efforts to conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the CompanyCompany or any of its Subsidiaries; and provided, further, (i) that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside based on advice of counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-third party, jeopardize the protection of the attorney-client privilege, or expose the Company such party to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination information and (ii) the conduct of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as activities shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition subject to the rights and obligations of the parties heretoCompany referred to in the final proviso of the final sentence of Section 5.4(c) hereof. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreementconfidentiality agreement, dated as of December 2August 30, 20132016, between Parent SteelRiver Operations LP and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ), and, without limiting the generality of the foregoing, Parent and the Company shall not, and Parent and the Company shall cause its their respective Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions. Parent may provide access to non-public information concerning the Company to rating agencies and financing parties subject to the receipt of confidentiality undertakings of the type set forth in the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating From the date of this Agreement to the exchange of informationClosing, from Seller will cause the date hereof until the earlier Companies to (i) give Buyer and its authorized representatives reasonable access to all books, business and financial records, personnel, technology, processes, business plans, budgets and projections, offices and other facilities and properties of the Effective Time or Companies and their accountants, (ii) permit Buyer to make such copies and inspections thereof as Buyer may reasonably request, and (iii) cause the date on which this Agreement is terminated in accordance Companies' officers, as applicable, to furnish Buyer with its terms, the Company shall afford Parent such financial and its Representatives reasonable access during normal business hours operating data and other information with respect to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties of the Companies as Parent Buyer may from time to time reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided provided, however, that Parent and their respective Representatives shall conduct any such activities access shall be conducted at Buyer's risk and expense, at a reasonable time, under the supervision of Seller, Savannah or the Companies' personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement and not to interfere unreasonably with the operation of the businesses of Seller, Savannah or the Companies. Buyer will not contact any suppliers, customers and prospective customers of the Companies in regard to the DCB Business without Seller's prior written consent, which consent shall not be unreasonably withheld and which consent shall be granted no later than five business days prior to the Closing. When such consent is granted, Seller will cause each of the Companies, and their officers and employees, to cooperate fully (including providing introductions where necessary) with Buyer to enable Buyer to contact third parties, including suppliers, customers and prospective customers of the Companies. Notwithstanding anything in this Section 4.2 to the contrary, Seller shall not be required to provide, or to cause any of the Companies to provide, any information under this Section 4.2(a) that is subject to attorney-client privilege or subject to a confidentiality agreement with a third party (such information, "Privileged Information"); provided, however, that with respect to any information that Seller claims is Privileged Information (i) Seller agrees to provide to Buyer a brief description of the subject matter of the Privileged Information and (ii) Seller and Buyer agree to cooperate with each other and to enter into arrangements reasonably acceptable to each party to provide as much detail concerning the Privileged Information as possible while still protecting the privileged and confidential nature of such Privileged Information (a "Privilege Arrangement"); provided further, that Buyer shall not be required to consummate the transactions contemplated by this Agreement in the event Buyer reasonably determines either: (x) that any Privileged Information being withheld from Buyer is material to an understanding of the business, prospects, financial condition or results of operations of the Company; and provided, further, DCB Business or (y) that any Privilege Arrangement with respect to such Privileged Information is not sufficient to allow Buyer to evaluate the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection impact of the attorney-client privilegePrivileged Information on the business, prospects, financial condition or expose the Company to risk results of liability for disclosure of sensitive or personal information. Following expiration or early termination operations of the waiting period under the HSR ActDCB Business (collectively, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions"Privilege Closing Conditions").

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of the Effective Time or the date on which earlier termination of this Agreement is terminated in accordance with its terms, the Company shall afford (a) provide Parent and its Representatives reasonable access during normal business hours at reasonable times, and upon reasonable notice to the Company’s properties, booksconsistent with applicable Law, Contracts to the officers and recordsemployees, books and records and properties of the Company and its Subsidiaries, including any information reasonably necessary to help Parent analyze and coordinate post-closing tax planning, and (b) reasonably provide any financial and operating data and other information regarding the assets, properties or business of the Company shall furnish promptly to Parent such information concerning and its business and properties Subsidiaries as Parent may from time to time reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide (i) such access or information requests do not unreasonably interfere with the operation of the Company’s and its Subsidiaries’ business and shall be subject to their respective reasonable security measures and insurance requirements, (ii) Parent and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other than contact or other communications with such customers or suppliers by Parent or its Representatives in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company, (iii) such access shall not require the Company or its Subsidiaries to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company or its Subsidiaries to furnish to Parent if or its Representatives, or provide Parent or its Representatives with access to, information that outside legal counsel for the Company determinesreasonably determines would (A) give rise to Antitrust Law issues, (B) reasonably be expected to result in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation the loss of confidentiality owing to a third-party, jeopardize the protection of the any attorney-client privilege, or expose the Company other legal privilege or (C) not be permitted to risk of liability for disclosure of sensitive be provided to Parent or personal information. Following expiration or early termination of the waiting period its Representatives under the HSR Actterms of any Contract (provided, that, the Company shall also arrange visits by Representatives have used commercially reasonable best efforts (without payment of Parent any consideration, fees or expenses) to obtain the consent of any third party to such customers as Contract). Parent acknowledges that the information and access provided pursuant to this Section 5.04 shall be mutually agreed subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement, dated May 19, 2017, by Parent and between the CompanyCompany and B. Xxxxx Principal Investments, LLC (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms and shall survive any termination of this Agreement; provided that Section 6 of the Confidentiality Agreement shall terminate as of the date of this Agreement. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 5.04 or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided or received by any Party pursuant to this Section 5.6 Agreement will be subject to the terms affect or modify any of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality representations or warranties of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsParties contained in this Agreement.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsSection 8.1 and Closing, upon reasonable advance notice, the Company shall afford provide to Parent Parties and its their Representatives reasonable access during normal business hours reasonable access to the Company’s propertiesall employee, booksfacilities, Contracts books and records, and records of the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)requested; provided that (a) such access shall be at the risk of Parent Parties and their respective Representatives Representatives, (b) such access shall conduct any such activities occur in such a manner as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business confidentiality of the Transactions and (c) nothing herein shall require the Company to provide access to, or operations to disclose any information to, the Parent Parties or any of their Representatives if such access or disclosure, in the good faith reasonable belief of the Company; , (i) would cause significant competitive harm to the Company if the Transactions are not consummated, (ii) would waive any legal privilege or (iii) would be in violation of applicable Laws or regulations of any Governmental Entity (including the HSR Act and providedany other applicable Laws). For the avoidance of doubt, further, that the Company shall not be obligated under this Section 5.7 to provide such access permit the Parent Parties or information any of their Representatives to Parent if the Company determinesconduct any invasive, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law intrusive or a Contract subsurface sampling or obligation testing of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and any media at the Company’s properties or facilities. No investigation All information obtained by or provided to the Parent Parties pursuant to this Section 5.6 5.7 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the be treated as confidential information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as the provisions and restrictions of December 2which are by this reference hereby incorporated herein; provided, 2013further, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality that nothing herein shall prevent any of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use Parties or their Affiliates from disclosing any such information for any purpose unrelated to potential bona fide participants in the consummation Capital Raise if such participants are under a written obligation of the Transactionsconfidentiality with respect to such information.

Access to Information; Confidentiality. (a) Subject to Except if prohibited by any applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsLaw, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and its Representatives reasonable access during normal business hours hours, upon reasonable advance notice, during the period prior to the Company’s Effective Time to all their respective properties, booksbooks and records, Contracts and recordspersonnel and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent (A) copies of all correspondence between the Company shall furnish promptly or any Company Subsidiary and any other party to Parent a Contract with regard to any Consent that is actually or purportedly required to be taken or obtained with respect to such Contract in connection with the announcement, pendency or consummation of the Transactions and (B) all other information concerning its business business, properties and properties personnel as Parent may reasonably request (request, including information regarding the status and substance of any negotiations with any Governmental Entity relating to changes in the rates or other than terms of any publicly available document filed by it pursuant to existing Contract with such Governmental Entity; provided, however, that neither the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct Company nor any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company Subsidiaries shall not be obligated to provide such access or information to Parent if the Company determinesor the Company Subsidiary, as applicable, determines in its reasonable judgment after consultation with outside counsel, that doing so would (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third-partyan applicable Judgment, jeopardize (ii) waive the protection of the attorney-client privilege, attorney work product protection or expose other legal privilege or (iii) in light of COVID-19 or any COVID-19 Measures, jeopardize the Company to risk health or safety of liability for disclosure of sensitive or personal information. Following expiration or early termination any employee of the waiting period under the HSR ActCompany, and in any such event, the Company shall, and shall also arrange cause the applicable Company Subsidiary to, use reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not result in any of the outcomes described in the foregoing clauses (i), (ii) and (iii), including by entering into a joint defense agreement, “clean team” agreement, common interest agreement or other similar arrangement. Any in-person visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation conducted pursuant to this Section 5.6 6.02 shall affect be conducted in accordance with any representation, warranty, covenant or agreement of any party hereto or any condition applicable COVID-19 Measures and shall be conducted in such a manner as to not interfere unreasonably with the obligations conduct of the parties heretobusiness of the Company and the Company Subsidiaries. Until the Effective Time, the All information provided exchanged pursuant to this Section 5.6 will 6.02 shall be subject to the terms of the Confidentiality Agreementconfidentiality letter agreement dated April 7, dated as of December 2, 20132021, between Parent and the Company and Parent (as amended or supplemented from time to time, the “Confidentiality Agreement”) and). Prior to the Effective Time, without limiting Parent, Merger Sub and their Representatives shall not have the generality right to conduct environmental testing or sampling at any of the foregoing, facilities or properties of the Company or any of its subsidiaries. No investigation by Parent shall not, and Parent shall cause or its Representatives not to, use such information for any purpose unrelated shall affect or be deemed to modify or waive the consummation representations and warranties of the TransactionsCompany set forth in this Agreement.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives Merger Sub, and their respective Representatives, reasonable access access, during normal business hours and upon reasonable notice, to all of the Company’s officers, employees, agents, properties, books, Contracts contracts and recordsrecords of the Company and its Subsidiaries, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such all other information concerning the business, properties and personnel of the Company and its business and properties Subsidiaries as Parent or Merger Sub may reasonably request (other than any publicly available document filed by it pursuant request. Notwithstanding anything to the requirements of federal contrary provided herein, the Company may restrict or state securities Laws); provided prohibit such access to such documents or information to the extent that Parent and their respective Representatives shall conduct (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit such activities in access, (b) granting such a manner as not to interfere unreasonably with the business access would violate any Contract or operations material obligation of the Company; and Company or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is a party or (c) granting access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of such documents or information, provided, furtherhowever, that the Company shall not be obligated use its reasonable best efforts to provide such access or communicate the applicable information to Parent if in a way that would not violate the Company determinesapplicable Law, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or material obligation of confidentiality owing or waive such privilege or work-product doctrine. Prior to a third-partythe Effective Time, jeopardize Parent and Merger Sub will hold any information obtained pursuant to this Section 5.4 in accordance with the protection terms of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyConfidentiality Agreement. No investigation pursuant to this Section 5.6 5.4 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and warranty made by the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the Company shall, and shall cause each of its Subsidiaries to, afford to RG and RG’s Representatives reasonable access during normal business hours, during the period commencing on the date hereof until and ending on the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with its termsAgreement, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees, agents, properties, booksoffices and other facilities and to the Company’s and its Subsidiaries’ books and records and xxxxxxx XX and its Representatives with such financial and operating data and other information with respect to the business, personnel, properties and Contracts of the Company and recordsits Subsidiaries as RG may from time to time reasonably request. Notwithstanding the foregoing, and (x) the Company shall furnish promptly not be required to Parent afford such information concerning its business and properties as Parent may reasonably request (other than access if it would cause a violation of any publicly available document filed by it pursuant Material Contract or would cause a loss of attorney/client privilege to the requirements Company or the Company’s Subsidiaries or would constitute a violation of federal or state securities any applicable Laws); , provided that Parent the Company shall have used reasonable best efforts to make such disclosure in a form or manner that would not jeopardize such privilege or protection or violate such Law or contractual restriction (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement) and their respective Representatives shall conduct (y) any such activities investigation or consultation shall be conducted in such a manner so as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to of its Subsidiaries or otherwise result in any significant interference with the obligations prompt and timely discharge by such officers of the parties heretotheir normal duties. Until the Effective Time, the The information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2February 17, 20132015, between Parent TCP and the Company Company, as amended (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. The Company shall -------------------------------------- (aand shall cause each of its subsidiaries to) Subject to applicable Laws relating afford to the exchange officers, employees, accountants, counsel and other representatives of informationParent reasonable access, from consistent with applicable law, at all reasonable times during the date hereof until period prior to the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with Appointment Date, to all its termsproperties, books, contracts, commitments and records, and, during such period, the Company shall afford Parent (and shall cause each of its Representatives reasonable access during normal business hours to the Company’s propertiessubsidiaries to) furnish, booksconsistent with applicable law, Contracts and records, and the Company shall furnish promptly to Parent such all information concerning its business the Company's business, properties and properties personnel as Parent may reasonably request and shall make available, consistent with applicable law, to Parent the appropriate individuals (including attorneys, accountants and other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations professionals) for discussion of the Company; 's business, properties and provided, further, that personnel as Parent may reasonably request. After the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR ActAppointment Date, the Company shall also arrange visits provide Parent and such persons as Parent shall designate with all such information, at any time as Parent shall request. Any such information obtained by Representatives of Parent to such customers as or Purchaser shall be mutually agreed governed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of . Notwithstanding the foregoing, (i) no review, inquiry or investigation by Parent shall not, and Parent shall cause its Representatives not to, use such information for affect any purpose unrelated representations or warranties of the Company contained herein or the conditions to the consummation obligations of Parent or Purchaser and (ii) nothing contained in this Agreement shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the TransactionsCompany would result in the disclosure of any trade secrets of it or third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section shall be directed to an executive officer of the Company or such person as may be designated by any of its officers, as the case may be.

Access to Information; Confidentiality. (a) Subject to the restrictions of any applicable Laws relating Law or contractual confidentiality obligations and the reasonable preservation of attorney-client or other applicable legal or contractual confidentiality obligations, between the date of this Agreement and the Closing, Sellers shall (i) give Buyer and its authorized representatives reasonable access to the exchange of informationbooks, from the date hereof until the earlier records, work papers, offices and other facilities and properties of the Effective Time or Business and the date on which this Agreement is terminated in accordance Acquired Companies, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request, and (iii) cause the officers and other employees of the Business and the Acquired Companies, to furnish Buyer with its termssuch financial and operations data and other information with respect to the Business and the Acquired Companies as Buyer may reasonably request; provided, the Company however, that any such investigation shall afford Parent and its Representatives reasonable access be conducted during normal business hours to under the Company’s properties, books, Contracts reasonable supervision of the applicable personnel of Sellers or their Affiliates and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement and not to interfere unreasonably with the business or operations of the Company; Business and providedBuyer shall have no right of access to, furtherand none of Seller or any of its Affiliates will have any obligation to provide, any information the disclosure of which would reasonably be expected to jeopardize any evidentiary privilege available to Sellers or any of their Affiliates. To the extent that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract contractual confidentiality obligations or obligation result in the waiver of confidentiality owing to a third-party, jeopardize the protection of the attorney-client or other applicable legal privilege, the Sellers shall, and shall cause their respective Affiliates to, use reasonable best efforts to allow for such access, or expose the Company to risk as much of liability for disclosure such access as is reasonably practicable, in a manner that does not violate such Law or confidentiality obligation or result in a waiver of sensitive or personal informationsuch privilege. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of Notwithstanding the foregoing, Parent without the prior written consent of UPS (in its sole discretion), Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives shall notnot be permitted, and Parent shall cause its Representatives not to, use such information for any purpose unrelated prior to the consummation Closing, to conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Leased Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or invasive sampling of the Transactionssoil, groundwater, air, any other environmental media, or building materials or equipment.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives Merger Sub, and their respective Representatives, reasonable access access, during normal business hours and upon reasonable notice, to all of the Company’s officers, employees, agents, properties, books, Contracts contracts and recordsrecords of the Company and its Subsidiaries, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such all other information concerning the business, properties and personnel of the Company and its business and properties Subsidiaries as Parent or Merger Sub may reasonably request (other than any publicly available document filed by it pursuant request. Notwithstanding anything to the requirements of federal contrary provided herein, the Company may restrict or state securities Laws); provided prohibit such access to such documents or information to the extent that Parent and their respective Representatives shall conduct (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit such activities in access, (b) granting such a manner as not to interfere unreasonably with the business access would violate any Contract or operations material obligation of the Company; and Company or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is a party or (c) access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of such documents or information, provided, furtherhowever, that the Company shall not be obligated use its reasonable best efforts to provide such access or communicate the applicable information to Parent if in a way that would not violate the Company determinesapplicable Law, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or material obligation of confidentiality owing or waive such privilege or work-product doctrine. Prior to a third-partythe Effective Time, jeopardize Parent and Merger Sub will hold any information obtained pursuant to this Section 5.4 in accordance with the protection terms of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyConfidentiality Agreement. No investigation pursuant to this Section 5.6 5.4 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and warranty made by the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. Subject to applicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to the Representatives of Parent reasonable access, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, facilities, books, contracts, commitments, personnel (including outside accountants) and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) Subject to applicable Laws relating to the exchange extent not publicly available, a copy of informationeach report, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsschedule, the Company shall afford Parent registration statement and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it during such period pursuant to the requirements of federal or state securities Laws); provided that laws or commission actions, (b) all other information concerning its business, properties and personnel as Parent and their respective Representatives shall conduct any such activities may reasonably request (in such each case, in a manner so as to not to interfere unreasonably in any material respect with the normal business or operations of the CompanyCompany or any Company Subsidiary), including financial and operating data; and provided, furtherhowever, that the Company shall not be obligated required to provide permit such access or information make such disclosure, to Parent if the Company extent it determines, in its reasonable judgment after consultation with outside counsel, that doing so such disclosure or access would (i) violate applicable Law the terms of any confidentiality agreement or other Contract with a Contract third party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or obligation disclosure); (ii) result in the loss of confidentiality owing any attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a third-party, jeopardize the protection manner that does not result in a loss of the attorney-client privilege, ); or expose (iii) violate any Law (provided that the Company shall use its commercially reasonable efforts to risk of liability for provide such access or make such disclosure of sensitive or personal informationin a manner that does not violate Law). Following expiration or early termination of Notwithstanding anything contained in this Agreement to the waiting period under the HSR Actcontrary, the Company shall also arrange visits by Representatives of not be required to provide any access or make any disclosure to Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 6.02 to the extent such access or agreement of any party hereto information is reasonably pertinent to a litigation where the Company or any condition to of its Affiliates, on the obligations one hand, and Parent or any of its Affiliates, on the parties heretoother hand, are adverse parties. Until the Effective Time, the All information provided exchanged pursuant to this Section 5.6 will 6.02 shall be subject to the terms of the Confidentiality Agreementconfidentiality agreement, dated as of December 2January 3, 20132017, between Parent KSL Capital Partners Management IV, LLC and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw, from the date hereof until the earlier Effective Time, the Company shall, and shall cause the Subsidiaries and the officers, directors, employees, auditors and agents of the Effective Time or Company and the date on which this Agreement is terminated Subsidiaries to afford Parent, following notice from Parent to the Company in accordance with its termsthis Section 7.03, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, booksoffices, Contracts plants and recordsother facilities, contracts, commitments, books and records of the Company and each Subsidiary, and the Company shall furnish promptly to Parent such all other financial, operating and other data and information and any other information concerning its business business, properties and properties personnel as Parent may reasonably request request. Notwithstanding the foregoing, neither Parent nor any of its representatives shall (other than i) contact or have any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct discussions with any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided’s employees, furtheragents, that or representatives, unless in each case Parent obtains the Company prior written consent of the Company, which shall not be obligated unreasonably withheld, conditioned or delayed, (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, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least two (2) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable, and Parent is required to give the Company such written notice at least one (1) Business Day prior to the date that any tenant of a Company Property which Parent wishes to inspect is entitled to receive notice of any such inspection under the applicable Company Lease. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so disclosure would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose privilege of the Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to risk the date of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Actthis Agreement, provided that, if requested to do so by Parent, the Company shall also arrange visits by Representatives of Parent use its commercially reasonable efforts to such customers as shall be mutually agreed by Parent and obtain a waiver from the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionscounterparty.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof of this Agreement until the earlier of the Effective Time or and the date date, if any, on which this Agreement is terminated in accordance with its termsSection 7.1, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Merger Sub, and their respective Representatives, reasonable access, to be coordinated through the Company or its designated Representatives in accordance with such reasonable access procedures as they may establish, during normal business hours and upon reasonable notice, to all of the Company’s officers, employees, agents, properties, books, Contracts contracts and recordsrecords of the Company and its Subsidiaries, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent such all other information concerning the business, properties and personnel of the Company and its business and properties Subsidiaries as Parent or Merger Sub may reasonably request (other than any publicly available document filed by it pursuant request; provided, that, notwithstanding the foregoing, the Company may restrict or prohibit such access to the requirements of federal extent that (a) any applicable Law requires the Company or state securities Laws)its Subsidiaries to restrict or prohibit such access; provided that Parent and their respective Representatives shall conduct (b) granting such access would violate any such activities in such a manner as not to interfere unreasonably with the business Contract or operations material obligation of the CompanyCompany or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is a party or would disclose any information that is competitively sensitive; and or (c) granting access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of such documents or information, provided, furtherhowever, that the Company shall not be obligated use good faith efforts to provide such access or communicate the applicable information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, a manner that doing so would not violate applicable Law or a Law, Contract or material obligation of confidentiality owing or waive such privilege or work-product doctrine. Prior to a third-partythe Effective Time, jeopardize Parent and Merger Sub will hold any information obtained pursuant to this Section 5.4 in accordance with the protection terms of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyConfidentiality Agreement. No investigation pursuant to this Section 5.6 5.4 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of any party hereto or any condition warranty made by the Company hereunder. Notwithstanding anything contained herein to the obligations of the parties hereto. Until the Effective Timecontrary, the information provided Company and its Subsidiaries shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 5.6 will be subject 5.4 to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and extent such access or information is reasonably pertinent to a litigation where the Company (or any of its Affiliates, on the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall notone hand, and Parent shall cause or any of its Representatives not toAffiliates, use such information for any purpose unrelated to on the consummation of the Transactionsother hand, are adverse parties.

Access to Information; Confidentiality. (a) Subject From the date of this Agreement until the Closing Date, subject to applicable Laws relating to the exchange or disclosure of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent to the Buyer and its Representatives the Buyer’s representatives reasonable access during normal business hours after reasonable prior notice to the Company’s InterfaceFABRIC Companies’ properties, books, Contracts Contracts, employees and records, and the Seller and the Company shall (i) furnish promptly to Parent such the Buyer information concerning its and its Subsidiaries’ business and properties Real Property as Parent the Buyer may reasonably request and (other than ii) promptly notify the Buyer in writing of (A) any publicly available document filed by it pursuant Material Adverse Effect, and (B) any information that, if known on the date hereof, would have been required to be disclosed in the requirements of federal or state securities Laws); provided that Parent Schedules to this Agreement in order for the representations and their respective Representatives shall conduct any such activities in such a manner warranties set forth herein to be true as not to interfere unreasonably with the business or operations of the Companydate hereof; and provided, furtherhowever, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counseljudgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, party or jeopardize the protection of the an attorney-client or other privilege. Prior to the Closing Date, or expose (x) Buyer shall not be permitted to, without the prior written consent of the Company to risk of liability for disclosure of sensitive and the Seller’s Chief Executive Officer or personal information. Following expiration Chief Financial Officer (which consent may be conditioned upon coordination with the Seller’s Chief Executive Officer or early termination Chief Financial Officer), contact or otherwise communicate with the customers or suppliers of the waiting period under Business and (y) Buyer shall not be permitted to, without either (I) the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations prior written consent of the parties hereto. Until the Effective TimeSeller’s Chief Executive Officer or Chief Financial Officer or (II) in coordination with or through Cxxxxxxxxxx Xxxxxxx, the information provided pursuant to this Section 5.6 will be subject to the terms Kxx Xxxxxxxx, Rxxxxx Xxxxxx or Mxxx Xxxx, contact or otherwise communicate with employees of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsBusiness.

Access to Information; Confidentiality. (a) Subject Company shall, and -------------------------------------- shall cause each of its Subsidiaries to, afford to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives to Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Company’s Effective Time to all its properties, books, Contracts contracts, commitments, tax returns, personnel and recordsrecords and, during such period, Company shall, and the Company shall cause each of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning its business business, properties, financial condition, operations and properties personnel as Parent may from time to time reasonably request (other than any publicly available document filed by it pursuant request, provided that the foregoing action shall be reasonably related to the requirements transactions contemplated hereby (including, without limitation, the integration of federal or state securities Laws); Company's business with Parent and its existing businesses) and shall not interfere unnecessarily with normal operations. Parent shall, and shall cause each of its Subsidiaries to, afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, tax returns, personnel and records and during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such investigation by Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access affect the representations or information to warranties contained in this Agreement. Parent if the and Company determineswill hold, in its reasonable judgment after consultation with outside and will cause their respective directors, officers, partners, employees, accountants, counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing financial advisors and other representatives and affiliates to a thirdhold, any non-partypublic information obtained from the other party in confidence to the extent required by, jeopardize and in accordance with the protection provisions of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, letter agreements between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, with respect to confidentiality and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsother matters.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Subsidiaries to, (i) afford Parent and its Representatives Representatives, following notice from Parent to the Company in accordance with this Section 7.03, reasonable access during normal business hours to the Company’s officers, employees, agents, properties, booksoffices, Contracts plants and recordsother facilities, books and records of the Company and each of its Subsidiaries, and the Company shall furnish promptly to Parent such all other financial, operating and other data and information concerning its business and properties as Parent may reasonably request request, and (ii) use reasonable best efforts to facilitate meetings with managers and other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided appropriate third parties that Parent and their respective Representatives shall conduct any such activities in such have a manner as not to interfere unreasonably business relationship with the business Company or operations its Subsidiaries. Notwithstanding the foregoing, neither Parent nor any of its representatives shall (x) contact or have any discussions with any of the Company’s non-executive employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (y) damage any of the Company’s or its Subsidiaries’ property or any portion thereof, or (z) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. Parent shall schedule and coordinate all inspections contemplated by the foregoing clause (z) with the Company and shall give the 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, and Parent is required to give the Company such written notice at least one (1) Business Day prior to the date that any manager of a Company Real Property which Parent wishes to inspect is entitled to receive notice of any such inspection. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, on the advice of legal counsel, result in the loss of attorney-client privilege of the Company or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between Parent and the Company) or violate any Law; and provided, furtherhowever, that in each case, the Company or its Subsidiaries use commercially reasonable efforts to provide Parent with such access in a manner that does not result in the loss of attorney-client privilege or violate applicable Law. In the event that the Company or its Subsidiaries do not provide access or information in reliance on the preceding sentence, the Company or its Subsidiaries shall not be obligated provide written notice to provide Parent that such access or information to Parent if is being withheld and the Company determinesor its Subsidiaries shall use their commercially reasonable efforts to communicate, to the extent feasible, the applicable information in its reasonable judgment after consultation with outside counsel, a way that doing so would violate applicable Law or a Contract or obligation not result in the loss of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, privilege or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsviolate applicable Law.

Access to Information; Confidentiality. (a) Subject to compliance with applicable Laws relating Law (including antitrust and competition Laws) and appropriate disclosure limitations to maintain attorney-client privilege, the exchange Company shall, and shall cause each of informationits Subsidiaries to, from afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the date hereof until the earlier of period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsto all their respective properties, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s propertiesassets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such any information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the requirements of federal or state securities Laws); provided that Effective Time, Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company may (but shall not be obligated required to), following reasonable notice to provide the Company, contact and interview any Company Personnel and review the personnel records and such access or other information to Parent if concerning the Company determinesPersonnel as Parent may reasonably request, in its reasonable judgment after consultation with outside counsel, that doing so would violate provided such review is permissible under applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyLaw. No investigation pursuant to this Section 5.6 by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant covenant, agreement or agreement other provision of any party hereto this Agreement, or any condition the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Until Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Effective Time, Company confidential in accordance with the Confidentiality Agreement. Any request for information provided or contact pursuant to this Section 5.6 will 5.02(a) shall be subject directed to the terms (or in a manner approved by) an executive officer of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of this Agreement to the Effective Time or the date on which earlier termination of this Agreement is terminated in accordance with its termsAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries, officers, directors and representative to, afford Parent to Parent, Merger Sub and its their respective Representatives reasonable access during normal business hours hours, consistent with applicable Law (including any applicable COVID-19 Measures), so long as such access does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, and solely for the purpose of consummating the Merger or the other transactions contemplated herein, to the Company’s its officers, employees, properties, booksoffices, Contracts other facilities and books and records, and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit Parent or its officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials and, provided, that neither the Company nor any of its Subsidiaries shall be required to prepare, produce, compile or furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities data or information that is not already being prepared, produced or compiled by the Company or such Subsidiary, as the case may be, in the ordinary course of business, and any such data or information may be delivered in the form in which it is ordinarily maintained). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably result in any significant interference with the business or operations of the Company; Company or its Subsidiaries or otherwise result in any significant interference with the prompt and provided, further, that timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall not be obligated required to provide access to or to disclose information, books and records, or other data or materials where such access or information to Parent if the Company determines, in its reasonable judgment after consultation disclosure would (i) breach any agreement with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a any third-party, (ii) constitute a waiver of or jeopardize the protection of the attorney-client privilege, or expose other privilege held by the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company such Subsidiary or (the “Confidentiality Agreement”iii) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for violate any purpose unrelated to the consummation of the Transactionsapplicable Law.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and confidentiality agreements, from the date hereof until the earlier of Effective Time, promptly following notice from Parent to the Effective Time or the date on which this Agreement is terminated in accordance with its termsCompany, the Company shall, and shall cause its Subsidiaries and the officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, afford Parent and its Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, booksoffices, Contracts plants and recordsother facilities, books and records of the Company and each Subsidiary of the Company. Notwithstanding the foregoing, neither Parent nor any of its representatives shall furnish promptly to (i) contact or have any discussions with any of the Company's or any of its Subsidiaries' employees, agents, or representatives, unless in each case Parent such information concerning obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (ii) contact or have any discussions with any of the property managers, landlords/sublandlords, tenants/subtenants, or licensees or franchisees of the Company or its business and properties as Subsidiaries, unless in each case Parent may reasonably request obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (other than iii) damage any publicly available document filed by it pursuant to property or any portion thereof, or (iv) perform any onsite inspection, procedure or investigation (including any onsite environmental investigation or study) without the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations prior written consent of the Company; and provided, furtherhowever, that Parent agrees to indemnify and hold the Company shall not be obligated to provide such access or information to Parent if the Company determinesand its Subsidiaries and Affiliates harmless for any damages, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilegeclaims, or expose losses that Parent or its representatives cause in the Company to risk course of liability for disclosure of sensitive or personal information. Following expiration result directly or early termination of the waiting period under the HSR Actindirectly from any inspection, the Company shall also arrange visits by Representatives of procedure or investigation that Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation or its representatives perform pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant Subject to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall notschedule and coordinate all inspections with the Company and shall give the Company at least three (3) Business Days prior written notice thereof, and setting forth the inspection or materials that Parent or its representatives intend to conduct. The Company shall cause be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Representatives not to, Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law or binding agreement. The Company shall use such commercially reasonable efforts to request each company which manages any Company Property to provide information for any purpose unrelated to the consummation of Parent Parties concerning such properties, the Transactionsmanagement thereof and all other matters related thereto.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and any applicable Judgment, from between the date hereof until of this Agreement and the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance pursuant to Section 7.01, on reasonable notice, solely for purposes of furthering the Merger and the other Transactions, including with its termsrespect to the structuring, financing or consummation thereof, or integration planning relating thereto, the Company shall (and shall cause its Subsidiaries to) afford to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and recordsrecords of the Company and its Subsidiaries (other than any of the foregoing that relate to the negotiation 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 Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent may reasonably request (other than than, in each case, any publicly available document filed by it pursuant information that is reasonably pertinent to any adverse Action between the requirements of federal or state securities LawsCompany and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand); provided that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the CompanyCompany or any of its Subsidiaries; and provided, further, provided further that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counseljudgment, that doing so would is reasonably likely to (i) violate applicable Law or a Contract an applicable Judgment, (ii) result in the disclosure of trade secrets or obligation of confidentiality owing competitively sensitive information to a third-partythird parties, (iii) jeopardize the protection of the an attorney-client privilege, attorney work product protection or expose other legal privilege or (iv) jeopardize the health and safety of any employee of the Company to risk or its Subsidiaries in light of liability for disclosure of sensitive or personal informationCOVID-19 (taking into account any COVID-19 Measure). Following expiration or early termination of the waiting period under the HSR ActIn any such event, the Company shall also arrange visits by Representatives 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 Judgment, result in such adverse disclosure of Parent to trade secrets or competitively sensitive information or risk waiver of such customers as shall be mutually agreed by Parent and the Companyprivilege or protection, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.6 5.05 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of executive officer or other Person designated by the parties heretoCompany. Until the Effective Time, the all information provided pursuant to this Section 5.6 will between the parties hereto and their Representatives shall be subject to the terms of the Confidentiality Agreement, Agreement dated as of December 2October 28, 20132022, by and between Parent the Company and the Company Xxxxx Xxxxx, L.P. (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent and shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated be deemed to the consummation of the Transactionsbe “Confidential Information” thereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to Until the exchange of information, Closing and upon reasonable advance written notice from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsParent, the Company shall afford will allow Parent and its Representatives reasonable access access, at Parent’s expense, during normal business hours to hours, under the supervision of personnel of the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal Affiliates or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities and in such a manner as not to unreasonably interfere unreasonably with the business or normal operations of the Companybusiness of the Company to (a) such materials and information (including Contracts, properties, books, Tax Returns, work papers and records) about the Ex-ESG Company as Parent may reasonably request and (b) specified members of management of the business of the Ex-ESG Company as the Parties may reasonably agree, and which shall in any event include the individuals set forth on Schedule 6.04; and provided, furtherhowever, that except as required by Applicable Law, Parent shall not initiate any one-on-one discussion with any employee of the Company or its Subsidiaries regarding such employee’s potential compensation following the Closing without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company will not be required to disclose any information to Parent or its Representatives if such disclosure would be reasonably likely, after consultation with counsel, to: (i) result in the loss of any attorney-client or other legal privilege (it being agreed that the Company will notify Parent of the fact that it is withholding such information on such basis and will provide a description of such information, and shall use reasonable best efforts to allow disclosure of such information in a manner that does not result in the loss of any such privilege, including entering into a joint defense agreement or other agreements or arrangements) or (ii) contravene any Applicable Law (including Antitrust Laws). In no event shall Parent be obligated permitted to provide such access or information to Parent if conduct any invasive testing of the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law Owned Real Property or a Contract the Company Leased Real Property or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilegebuilding, or expose the Company to risk improvements thereon, including sampling of liability for disclosure of sensitive soil, sediment, groundwater, surface water or personal informationbuilding material. Following expiration or early termination of the waiting period under the HSR ActParent will, the Company shall also arrange visits by and will cause its Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representationto, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the hold all information provided pursuant to this Section 5.6 will be subject to so obtained in accordance with the terms of the Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.04 shall affect or be deemed to modify or cure any breach of, dated as of December 2or inaccuracy in, 2013, between Parent and any representation or warranty made by the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other advisors and representatives all reasonable access upon reasonable advance notice and during normal business hours during the exchange of information, from the date hereof until the earlier of period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsto all their respective properties, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s propertiesassets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers, employees, and during such period the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to Parent such any information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant including the work papers of KPMG LLP, subject to the requirements of federal or state securities LawsKPMG LLP); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition Subject to the obligations requirements of applicable Law, following the parties hereto. Until date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel, and review the personnel records and such other information concerning such Company Personnel as Parent may reasonably request (provided pursuant that such personnel records and other such information shall be made available by the Company only at the offices of the Company). No investigation by Parent or any of its Representatives and no other receipt of information by Parent or its 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. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to this Section 5.6 will be hold, any and all information received from the Company, its Subsidiaries and their respective directors, officers, employees and other advisors and representatives confidential in accordance with, and subject to the terms of exceptions contained in, the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from 1. From the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with Closing Date, Seller will a. give, and will cause its termsAffiliates and each Strategix Company and each Subsidiary to give, the Company shall afford Parent Buyer, its counsel, financial advisors, auditors and its Representatives other authorized representatives reasonable access access, upon reasonable notice and during normal business hours hours, to the Company’s offices, properties, booksbooks and records of the Strategix Companies and the Subsidiaries and to the books and records of Seller relating to the Strategix Companies, Contracts and recordsthe Subsidiaries, and the Strategix Assets and the Strategix Liabilities, b. furnish, and will cause each Strategix Company shall furnish promptly and each Subsidiary to Parent furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information concerning its business and properties relating to any Strategix Company, any Subsidiary, any Strategix Asset or any Strategix Liabilities as Parent such Persons may reasonably request (and c. instruct the employees, counsel and financial advisors of Seller, each Strategix Company and each Subsidiary to cooperate with Buyer in its investigation of the Strategix Companies, the Subsidiaries, the Strategix Assets and the Strategix Liabilities. Buyer shall not, and shall cause its counsel, financial advisors, auditors and other than authorized representatives not to, interfere in any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably material respect with the business or operations conduct of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection business of the attorney-client privilege, or expose Strategix Companies and the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination Subsidiaries and shall coordinate its review of the waiting period under the HSR ActStrategix Companies, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent Subsidiaries, the Strategix Assets and the CompanyStrategix Liabilities through Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxx and Xxxxxx X. Xxxxxx. No Except as provided in the next sentence, no investigation pursuant to this Section 5.6 by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant warranty or agreement given or made by Seller hereunder. Each of Buyer and Seller will cooperate in good faith to advise the other party promptly if it learns of any material breach of any representation or warranty of either party hereto set forth in this Agreement; it being understood that if any of Xxxx Xxxx, Xxxxx Xxxxx, Xxxxx X. Xxxxxxxxx, Xx. or Xxxxx Xxxxx, with respect to Buyer, and any condition of Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxx or Xxxxxx X. Xxxxxx, with respect to Seller, have actual knowledge of breach of any representation or warranty by the obligations other party and Buyer or Seller, as the case may be, deliberately fails to notify the other party of the parties hereto. Until the Effective Timethat breach, the information provided then that party will not be entitled to indemnification for such breach of representation or warranty pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsArticle 11 hereof.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsLaw, the Company shall, and shall cause each of the Company Subsidiaries to, afford Parent to Purchaser and its Representatives reasonable access during normal business hours to the Company’s Representatives of Purchaser reasonable access, upon reasonable advance notice, during the period prior to the Closing, to all their respective properties, books, Contracts contracts, loan tapes, commitments, personnel and recordsrecords and, during such period, the Company shall, and shall cause each of the Company shall Subsidiaries to, furnish reasonably promptly to Parent such information concerning its business Purchaser (a) to the extent not publicly available, a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed by it during such period pursuant to the requirements of federal or state securities Laws); provided that Parent laws or commission actions and their respective Representatives shall conduct any such activities (b) all other information concerning its business, properties and personnel as Purchaser may reasonably request (in such each case, in a manner so as to not to interfere unreasonably in any material respect with the normal business or operations of the CompanyCompany or any Company Subsidiary); and provided, furtherhowever, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure, but in no event shall the Company be obligated to pay any amount of money to any Person to obtain the required consent of such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege); or (iii) violate any Law (provided that the Company shall use its commercially reasonable efforts to provide such access or information make such disclosure in a manner that does not violate Law). Notwithstanding anything herein to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Actcontrary, the Company shall also arrange visits by Representatives of Parent not be required to such customers as shall be mutually agreed by Parent and the Company. No investigation provide any access or make any disclosure to Purchaser pursuant to this Section 5.6 shall affect any representation, warranty, covenant 6.01 to the extent such access or agreement of any party hereto information is reasonably pertinent to a litigation where the Company or any condition to of its Affiliates, on the obligations one hand, and Purchaser or any of its Affiliates, on the parties heretoother hand, are adverse parties. Until the Effective Time, the All information provided exchanged pursuant to this Section 5.6 will 6.01 shall be subject to the terms of the Confidentiality Agreementconfidentiality agreement, dated as of December 2July 25, 20132017, between Parent Apollo Management VIII, L.P. and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the Company shall, and shall cause each of its Subsidiaries to, afford to RG and RG's Representatives reasonable access during normal business hours, during the period commencing on the date hereof until and ending on the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance Agreement, to the Company's and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the Company's and its Subsidiaries' books and records and xxxxxxx XX and its Representatives with such financial and operating data and other information with respect to the business, personnel, properties and Contracts of the Company and its termsSubsidiaries as RG may from time to time reasonably request. Notwithstanding the foregoing, (x) the Company shall not be required to afford Parent and its Representatives reasonable such access during normal business hours if it would cause a violation of any Material Contract or would cause a loss of attorney/client privilege to the Company or the Company’s properties's Subsidiaries or would constitute a violation of any applicable Laws, books, Contracts and records, and provided that the Company shall furnish promptly have used reasonable best efforts to Parent make such information concerning its business disclosure in a form or manner that would not jeopardize such privilege or protection or violate such Law or contractual restriction (including by redacting or otherwise not Table of Contents disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement) and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct y) any such activities investigation or consultation shall be conducted in such a manner so as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to of its Subsidiaries or otherwise result in any significant interference with the obligations prompt and timely discharge by such officers of the parties heretotheir normal duties. Until the Effective Time, the The information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2February 17, 20132015, between Parent TCP and the Company Company, as amended (the “"Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions").

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of to the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall cause its Subsidiaries, officers, directors, employees, auditors and other agents, upon reasonable notice, to afford the officers, employees, auditors and other agents of Parent and its Representatives reasonable access during normal business hours to the Company’s its officers, employees, agents, properties, booksoffices, Contracts plants and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent through its officers, employees or agents may from time to time reasonably request; provided, however, that, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (i) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall furnish promptly have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) relates to Alternative Transactions to the extent that any confidentiality agreement in existence on the date hereof with the Company prohibits the Company from making such books, records and other information available to Parent such information concerning its business or (iii) which is subject to an attorney-client privilege or which constitutes attorney work product; and properties as Parent may reasonably request (other than any publicly available document filed by it provided further that, prior to the acceptance for payment of the Minimum Shares pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR ActOffer, the Company shall also arrange visits by Representatives may provide information which is of a sensitive competitive nature in a form which minimizes the potential detriment to the Company from such disclosure while addressing the legitimate business objectives of Parent in seeking such information. (b) Each of the Company and Parent will hold, and will cause its directors, officers, employees, agents, advisers (including, without limitation, counsel and auditors) and controlling persons to hold, any such customers information which is nonpublic in confidence on the same terms and conditions as set forth in the letter dated August 25, 1998, as amended from time to time, between the Company and Parent (the "Confidentiality Agreement"). Each of the Company and the Parent agree that the Confidentiality Agreement shall terminate immediately upon the Effective Time. Each of the Company and Parent further agree that upon the execution of this Agreement, (i) the fourth full paragraph of the Confidentiality Agreement shall be mutually agreed superseded by Parent Section 7.9 hereof, (ii) the fourth sentence of the tenth full paragraph of the Confidentiality Agreement shall be deemed to have been deleted and (iii) except for clause (ii)(b) thereof, the Companyeighth full paragraph of the Confidentiality Agreement shall be deemed to have been deleted. Furthermore, in the event this Agreement is terminated pursuant to Section 9.1(c)(ii), 9.1(d)(i) or 9.1(d)(iii) in a circumstance where a Termination Fee may be payable pursuant to Section 9.3(b) or Section 9.1(e) or 9.1(f) in a circumstance where a Termination Fee is payable, the seventh full paragraph of the Confidentiality Agreement shall be deemed deleted. (c) No investigation pursuant to this Section 5.6 7.2 shall affect any representation, warranty, covenant representations or agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. Until (d) In order to facilitate an orderly transition of the Effective Timebusiness of the Company to a wholly-owned subsidiary of Parent and to permit the coordination of their related operations on a timely basis, the information provided pursuant to this Section 5.6 will be subject Company 28 30 shall, to the terms of the Confidentiality Agreementextent reasonably practical and permitted by applicable law, dated as of December 2consult with Parent on significant strategic and financial and operational matters, 2013, between Parent and the Company (the “Confidentiality Agreement”) andincluding, without limiting the generality of the foregoinglimitation, Parent shall notretail operations, store openings, closings and Parent shall cause its Representatives not toremodelings, use such information for any purpose unrelated to the consummation of the Transactionsmarketing, advertising and personnel. SECTION 7.3.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsand subject to Applicable Law, the Company shall, and shall afford cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to the Company’s its offices, properties, books, Contracts books and records, (ii) furnish to Parent and its Representatives and the Company shall furnish promptly to Parent Financing Parties, such financial and operating data and other information concerning its business and properties as Parent such Persons may reasonably request and (other than iii) instruct its Representatives to cooperate with Parent and its Representatives and the Financing Parties in its investigation; provided, however, that all such notices or requests by Parent and its Representatives shall be made directly to the Chief Financial Officer of the Company or his designees; provided, further, however, that prior to the disclosure of any publicly available document filed such information or granting of any such access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with the Company or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for the disclosure of any such information by it any such Financing Party in breach of the Confidentiality Agreement. Any investigation pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives this Section 5.03 shall conduct any such activities be conducted in such a manner as not to interfere unreasonably with the conduct of the business or operations of the Company and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; and provided, furtherhowever, that the Company shall not be obligated make a good faith effort to provide such accommodate any request from Parent and its Representatives for access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant 5.03 in a manner that does not result in such a waiver or agreement of any party hereto violation (including by entering into joint defense or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionssimilar agreements with respect thereto).

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until of this Agreement to the earlier of the Effective Time or the date date, if any, on which this Agreement is terminated in accordance with its termspursuant to Section 8.1, the Company shall afford will, and will cause its Subsidiaries to, provide to Parent and its authorized Representatives (x) reasonable access during normal business hours to the Company’s their respective officers, employees, agents, properties, books, Contracts contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties records as Parent may reasonably request and (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent y) such financial and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations operating data of the CompanyCompany and its Subsidiaries as Parent may reasonably request within a reasonable period of time following such request; and provided, furtherhowever, that until the Effective Time, the Company shall not be obligated required to furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or any similar agreement with the Company, or not otherwise bound by a similar confidentiality obligation, with respect to such information. Notwithstanding the foregoing, the Company shall not be required to provide such access to, or cause its Subsidiaries to provide access to, or disclose any information to Parent if or documents which would (in the reasonable judgment of the Company) (i) unreasonably disrupt the operations of the Company determinesor any of its Subsidiaries, in (ii) cause a violation of any confidentiality provision under any material Contract to which the Company or any of its Subsidiaries is a party (provided that the Company shall have used commercially reasonable judgment after consultation with outside counselefforts to obtain a waiver from the counterparty to any such Contract so as to allow the Company to provide access to or furnish the relevant information), that doing so would violate applicable Law or (iii) constitute a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection waiver of the attorney-client privilege, or expose other privilege held by the Company or any of its Subsidiaries or (iv) violate any applicable Laws; provided, that each party shall use its reasonable best efforts to risk obtain any required consents and take such other action (such as the entry into a joint defense agreement or other arrangement to avoid loss of liability for disclosure of sensitive attorney client privilege) to permit such access or personal informationdisclosure. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation All information exchanged pursuant to this Section 5.6 6.4 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations thereunder. The Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of the Effective Time and the expiration of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause Agreement according to its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsterms.

Access to Information; Confidentiality. Between the Agreement Date and the Closing, Parent and its Affiliates will (a) Subject to applicable Laws relating give Buyer and its officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, consultants and financing sources and other Representatives (collectively, the “Buyer Representatives”) reasonable access, upon reasonable notice and during Parent’s and its Affiliates’ normal business hours, to the exchange of informationoffices, from the date hereof until the earlier facilities, Books, Records and Files of the Effective Time Business and to the Business’s executive officers, directors, agents, counsel, accountants, investment bankers, financial advisors and other Representatives (collectively, the “Business Representatives”), and (b) furnish or make available to Buyer and the Buyer Representatives such financial and operating data and such other information with respect to the business and operations of the Business as Buyer or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Buyer Representatives reasonable access during normal business hours may from time to the Company’s properties, books, Contracts and records, time reasonably request. Buyer and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Buyer Representatives shall conduct any such activities in such a manner as to minimize any disruption to the Business’s business and not to interfere unreasonably with the business or operations of the CompanyBusiness or otherwise cause any unreasonable interference. Notwithstanding the foregoing, prior to the Closing, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), neither Buyer nor any Buyer Representative shall contact any employee, officer, director, independent contractor, supplier, client or customer of Parent or its Affiliates in connection with any information or matter regarding the Business; and provided, furtherhowever, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law Buyer or a Contract Buyer Representative may contact such Persons in the ordinary course of Buyer’s business as long as Buyer or obligation such Buyer Representative does not mention, discuss or allude to the transactions contemplated hereby. Notwithstanding the foregoing, Parent may withhold (i) any document or information, the disclosure of which would conflict with the terms of a confidentiality owing to agreement with a third-party, jeopardize the protection third party in existence as of the date hereof, (ii) information that, if disclosed, would waive an attorney-client or other privilege or would constitute a waiver of rights as to attorney work product or attorney-client privilege, or expose (iii) 60 information, the Company to disclosure of which poses a material risk of liability for disclosure violating applicable Law pursuant to advice of counsel. If any material is withheld by Parent pursuant to the preceding sentence, Parent shall inform Buyer as to the general nature of the material being withheld and the parties shall use reasonable best efforts to make appropriate substitute arrangements under circumstances in which the foregoing limitations would not apply. Notwithstanding anything to the contrary in this Section, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of the Business, privileged communications or other competitively sensitive or personal information. Following expiration Each party may also reasonably designate any material provided to the other as “Outside Counsel Only Material” or early with similar restrictions (it being understood that such materials and the information contained therein to be provided only to the outside legal counsel of the receiving party and not to be disclosed by such outside legal counsel to employees, officers or directors of the receiving party without the prior written consent of the party providing such materials). Except as otherwise agreed to by Parent, and notwithstanding termination of the waiting period under the HSR Actthis Agreement, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent terms and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms provisions of the Confidentiality Agreement, dated as of December August 2, 2013, between Parent and the Company 2017 (the “Confidentiality Agreement”) and), without limiting the generality of the foregoing, Parent shall not, between Buyer and Parent shall cause its Representatives not to, use such apply to all information for furnished to Buyer or any purpose unrelated to Buyer Representative by any Business Representative under this Agreement or the consummation of Confidentiality Agreement; provided that Buyer’s obligations under the TransactionsConfidentiality Agreement shall terminate at the Closing.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating Law or Judgment, (i) the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, lawyers, accountants, consultants and other representatives and advisors with continued access to the exchange of information, from information posted on the date hereof until Xxxxx virtual datarooms under the earlier of project names “Navajo” and “Constellation” and with reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsto all their respective properties, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s propertiesassets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall furnish promptly cause each of its Subsidiaries to, make available to Parent such any information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant including the work papers of Ernst & Young LLP subject to the requirements of federal or state securities LawsErnst & Young LLP) and (ii) following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company, contact and interview any Company Personnel as Parent may reasonably request; provided that Parent and their respective Representatives its representatives shall conduct coordinate any such activities in such with the Company with a manner as view towards not to interfere unreasonably interfering with the business or operations of the Company; . No investigation by Parent or any of its officers, directors, employees, investment bankers, lawyers, accountants or other advisors or representatives and providedno other receipt of information by Parent or any of its officers, furtherdirectors, that employees, investment bankers, lawyers, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation or warranty of the Company shall not be obligated to provide such access or information to Parent if the Company determines, any covenant or other provision in its reasonable judgment after consultation with outside counsel, that doing so would violate this Agreement. Except as required by any applicable Law or a Contract or obligation of confidentiality owing Judgment, Parent will hold, and will direct its officers, employees, investment bankers, lawyers, accountants and other advisors and representatives to a third-partyhold, jeopardize the protection of the attorney-client privilege, or expose any and all information received from the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of confidential in accordance with the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent Confidentiality Agreement and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to comply with the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. Upon reasonable notice, the Company shall (aand shall cause each of its Subsidiaries to) Subject to applicable Laws relating afford to the exchange representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of informationParent reasonable access (at Parent’s sole cost and expense), from 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 notice throughout the period commencing on the date hereof of this Agreement until the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with the terms of Article VIII, to the properties, books and records of the Company and its termsSubsidiaries 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 as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated hereby; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) to the Company its Subsidiaries violate applicable Law (including any COVID Measures) or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, (ii) jeopardize any attorney-client or other legal privilege or (iii ) such information is reasonably pertinent to any adverse Action between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (provided that the foregoing clause shall not restrict any Person’s rights to seek discovery pursuant to Law, and nothing herein shall restrict any Person’s rights to oppose any discovery request pursuant to Law); provided that, with respect to clauses (i) through (ii) above, the Company shall afford Parent and use its Representatives reasonable best efforts to allow for such access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided disclosure in a manner that Parent and their respective Representatives shall conduct does not result in any such activities in such a manner violation or jeopardy, as not to interfere unreasonably with the business or operations of the Companyapplicable; and provided, further, that (A) any physical access to the properties, information and personnel of the Company shall not and its Subsidiaries may be obligated limited to provide such access or information to Parent if the extent the Company in good faith determines, in its reasonable judgment after consultation with outside counsellight of COVID-19 or any COVID Measures, that doing so such access would violate applicable Law or a Contract or obligation of confidentiality owing reasonably be expected to a third-party, jeopardize the protection health and safety of any employee of the attorney-client privilegeCompany or any of its Subsidiaries and (B) nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, or expose similar invasive techniques at any of the properties owned, operated or leased by the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Companyits Subsidiaries. No investigation or access permitted pursuant to this Section 5.6 6.4 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of warranty made by the Company hereunder. Parent will use its reasonable best efforts to minimize any party hereto or any condition disruption to the obligations business of the parties hereto. Until the Effective Time, the information provided pursuant to Company and its Subsidiaries that may result from requests for access under this Section 5.6 6.4. Parent acknowledges and agrees that it is not authorized to, and will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall will cause its Representatives not to, use such information for contact any purpose unrelated Person it knows to be a customer, supplier, distributor, lessor, partner, lender or other business relation of the Company or any of its Subsidiaries prior to the consummation Closing in connection with the transactions contemplated hereby without the prior written consent of the TransactionsCompany, and, in the event such consent is granted, such contacts must be coordinated and supervised by the Company. The Confidentiality Agreement shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to Law and the exchange of informationConfidentiality Agreement, the Company shall (x) provide Parent and its Representatives reasonable access (at Parent’s sole cost and expense), during normal business hours and upon reasonable advance written notice, during the period from the date hereof of this Agreement until the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with its termspursuant to Section 7.01, to the Company shall afford Parent Entities’ properties, books and its Representatives records, Contracts, and personnel, in each case for any reasonable access during normal business hours purpose (including transition and integration planning) related to the Company’s consummation of the transactions contemplated by this Agreement and (y) furnish as promptly as practicable to Parent all information (financial or otherwise) concerning its business, properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties personnel as Parent may reasonably request (other than any publicly available document filed by it pursuant to including information for the requirements purpose of federal or state securities Lawstransition and integration planning); provided that Parent and their respective Representatives shall conduct provided, however, that: (i) any such activities access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the applicable Company Entity and in such a manner as not to unreasonably interfere unreasonably with the business or operations normal operation of the Companybusiness of the Company Entities; and provided, further, (ii) the Company may withhold from Parent or its Representatives any document or information (A) that the Company shall not be obligated to provide such access or information to Parent if the Company determinesreasonably believes, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law is subject to the terms of a confidentiality agreement with a third party or a Contract or obligation of confidentiality owing restricting such access (provided, that the Company shall use its commercially reasonable efforts to a third-party, jeopardize obtain the protection consent of the third party or implement appropriate procedures to enable the disclosure of such information), (B) is subject to any attorney-client privilegeor other legal privilege (provided, or expose that the Company Company, upon the written request of Parent, shall use its commercially reasonable efforts to risk of liability for allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege), (C) is commercially sensitive (as determined in the Company’s reasonable discretion) or personal information(D) the access to which by Parent or its Representatives would violate any applicable Law (provided, that the Company, upon the reasonable written request of Parent, shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law). Following expiration or early termination of Notwithstanding anything contained in this Agreement to the waiting period under the HSR Actcontrary, the Company shall also arrange visits by Representatives of not be required to provide any access or make any disclosure to Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 5.03 to the extent such access or information is reasonably pertinent to a litigation where the Company, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. No investigation or access permitted pursuant to this Section 5.03 shall affect or be deemed to modify any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and made by the Company (the “Confidentiality Agreement”) and, without hereunder. Without limiting the generality of the foregoing, Parent from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.01, except as may be required by Law, each Party shall not, (and Parent shall cause its Representatives not to, ) use such information for any purpose unrelated reasonable best efforts to cooperate in planning the consummation restructuring and integration of the TransactionsCompany Entities and their respective businesses, on the one hand, with Parent and its Subsidiaries and their respective businesses, on the other hand.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof of this Agreement until the earlier of the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsand the Effective Time, the Company shall, and shall afford cause each Company Subsidiary to and shall cause each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, Company Representatives) to: (i) provide to Parent, the Purchaser and the Guarantor and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the Parent and its Representatives Representatives) reasonable access during normal business hours access, at reasonable times, upon prior notice to the Company’s officers, employees, agents, properties, books, Contracts offices and records, other facilities of the Company and the Company shall Subsidiaries and to the books and records thereof (including Tax Returns, but other than confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy and Security Laws), (ii) furnish as promptly to Parent as reasonably practicable such information concerning its business the business, properties, Contracts, assets, liabilities, Personnel and properties other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request and (iii) reasonably cooperate with Parent and the Parent Representatives in connection with the arrangement of any financing to be consummated in order to fund the Offer; provided, however, that with respect to clause (iii), (w) any information regarding the Company or any of the Company Subsidiaries contained in any materials, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents in connection with the arrangement of any such financing (other than any such information that has been previously disclosed publicly available document filed by it pursuant the Company) shall be subject to the requirements prior review and approval of federal the Company, (x) none of the Company, any Company Subsidiary or state securities Laws); provided that Parent and their respective Representatives any Company Representative shall conduct be required to incur any liability with respect to the arrangement or, or incurrence of any indebtedness with respect to, such financing prior to the Effective Time or require the Company or any Company Subsidiary to enter into or approve any financing or purchase agreement for such financing prior to the Effective Time, (y) securing any such activities in financing or any portion thereof, on terms and conditions satisfactory to Parent or the Purchaser or otherwise, shall not constitute a condition of Parent’s or the Purchaser’s obligation to consummate the Offer or effect the Merger or perform any of their other respective obligations hereunder and (z) such a manner as cooperation shall not to unreasonably interfere unreasonably with the ongoing business or operations of the Company; Company and provided, further, that the Company Subsidiaries. None of the Company, any Company Subsidiary or any Company Representative shall not be obligated required to provide access to or to disclose information where such access or information to Parent if the Company determinesdisclosure would contravene any applicable Law, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation Order or would reasonably be expected to violate or result in a loss or impairment of confidentiality owing to a third-party, jeopardize the protection of the any attorney-client or work product privilege. In furtherance of the foregoing, no information identifying individual employees or expose consultants of the Company to risk or any Company Subsidiary or protected personal information regarding such employees or consultants will be disclosed under this Agreement (including in the Company Disclosure Schedule) in respect of liability for disclosure of sensitive employees or personal information. Following expiration consultants that are employed (or early termination were employed and remain domiciled) in any country that has enacted legislation implementing the Data Privacy Directive of the waiting period under European Union or similar legislation, except to the HSR Actextent permitted by a contractual undertaking entered into by Company, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyPurchaser regarding maintenance of privacy of such data in a form reasonably necessary to effect compliance with such legislation. No investigation conducted pursuant to this Section 5.6 5.3(a) shall affect or be deemed to qualify, modify or limit any representation, warranty, covenant representation or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and warranty made by the Company (the “Confidentiality in this Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating the Confidentiality Agreement and subject to Applicable Law, upon reasonable notice, each of the Company and Parent shall, and shall cause each of its respective subsidiaries to, afford to the exchange other party and to the officers, employees and Representatives of informationsuch other party, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsreasonable access, the Company shall afford Parent and its Representatives reasonable access during normal business hours during the period from the date of this Agreement to the Company’s Effective Time, to all their respective properties, books, Contracts contracts, commitments, personnel and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request records (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives such access shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of such party), and during such period, each of the CompanyCompany and Parent shall, and shall cause each of its respective subsidiaries to, furnish promptly to the other party all information concerning its business, properties and personnel as such other party may reasonably request; provided, however, that the foregoing shall not require the Company and Parent to disclose any information pursuant to this Section 6.2 to the extent that (i) in the reasonable good faith judgment of such party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 6.2, the Company or Parent, as applicable, shall not be obligated use its commercially reasonable efforts to (1) obtain the required consent of any third party necessary to provide such access disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company or information to Parent and (3) in the case of clauses (i) through (iii), utilize the procedures of a joint defense agreement or implement such other techniques if the Company determines, in its reasonable judgment after consultation with outside counsel, parties determine that doing so would violate applicable reasonably permit the disclosure of such information without violating Applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client jeopardizing such privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation review pursuant to this Section 5.6 6.2 shall affect any representation, warranty, covenant representation or agreement of any warranty given by the other party hereto or any condition to the obligations hereto. Each of the parties hereto. Until the Effective TimeCompany and Parent shall hold, the and shall cause its respective affiliates, officers, employees and Representatives to hold, any nonpublic information provided pursuant to this Section 5.6 will be subject to in accordance with the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the period prior to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which termination of this Agreement is terminated in accordance with its terms, to their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall afford cause each of its Subsidiaries to, promptly make available to Parent any information concerning its business, properties, assets, books, contracts, commitments and personnel as Parent or its Representatives reasonable access may reasonably request (including Tax Returns filed and those in preparation and to direct its auditors to provide the workpapers of its auditors); provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law. Any investigation pursuant to this Section 5.6 shall be conducted during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations conduct of the Company; and provided, further, that business of the Company and its Subsidiaries. All such information shall not be obligated to provide such access or information to Parent if held confidential in accordance with the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection terms of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Confidentiality Agreement between Parent and the CompanyCompany dated as of March 6, 2013 (the “Confidentiality Agreement”). No investigation pursuant to this Section 5.6 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representationof the representations, warrantywarranties, covenant covenants, rights or agreement of any party hereto remedies, or any condition conditions to the obligations of the parties heretohereunder. Until Notwithstanding anything to the Effective Timecontrary set forth herein (including Sections 5.7 and 5.9 hereof), the information provided pursuant Company shall not be required to this Section 5.6 will be subject provide access to, or to disclose information, where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or violate the terms of the Confidentiality Agreementany confidentiality agreement or other Contract with a third party, dated as of December 2applicable; provided, 2013that, between Parent and in such circumstance, the Company (the “Confidentiality Agreement”) and, without limiting the generality shall cooperate with Parent to implement a procedure to permit access to or disclosure of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for in a manner that would not reasonably be expected to jeopardize the attorney-client privilege or violate the terms of any purpose unrelated to the consummation of the Transactionsconfidentiality agreement or other Contract with a third party, as applicable.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of to the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall, and shall cause its Subsidiaries and its and their officers, directors, employees and representatives to, afford the representatives of Parent and its Representatives Merger Sub reasonable access during normal business hours to the Company’s propertiesits officers, booksemployees, Contracts representatives, books and records, and the Company shall furnish promptly to Parent such information concerning its business and properties Merger Sub all financial data as Parent and Merger Sub, through their representatives, reasonably may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, furtherhowever, that the Company shall not be so obligated to provide if, based upon written advice of its counsel, providing such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would reasonably likely violate applicable Law law. Parent and Merger Sub agree to hold in strictest confidence all, and not to disclose to others for any reason whatsoever, any non-public information received by it, any Subsidiary of Parent or a Contract Merger Sub or obligation of confidentiality owing to a third-party, jeopardize its or their representatives in connection with the protection of the attorney-client privilege, or expose the Company to risk of liability transactions contemplated hereby except (i) as required by law; (ii) for disclosure to officers, directors, employees and representatives of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Subsidiaries of Parent as necessary in connection with the transactions and filings contemplated hereby; and (iii) for information which becomes publicly available other than through Parent or Merger Sub. In the event the Merger is not consummated, Parent and Merger Sub shall return to the Company all non- public information (no matter where contained) and other material obtained from the Company, the Subsidiaries of the Company or their representatives in connection with the transactions contemplated hereby, or shall certify to the Company that such information has been destroyed. No investigation pursuant to this Section 5.6 shall affect Without limiting in any representation, warranty, covenant or agreement of any party hereto or any condition to manner the obligations of Parent and Merger Sub under the parties hereto. Until foregoing provisions of this Section 7.3, during the period between the date hereof and the Effective Time, or in the event that this Agreement is terminated for any reason by Parent, Merger Sub or the Company, all information provided pursuant disclosed by the Company to this Section 5.6 will be subject either Parent or Merger Sub relating in any manner to the terms Company's business, operations, prospects, financial position or results of operations shall not be used, employed or misappropriated in any manner by Parent, Merger Sub or any of their Affiliates, successors or assigns that would be detrimental, harmful or adverse to the business, operations, prospects, financial position or results of operations of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause the Operating Partnership and the other Company Subsidiaries to, afford to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours and upon reasonable advance notice to the Company’s all of its properties, offices, books, Contracts contracts, commitments, personnel and records, and the Company and, during such period, shall furnish reasonably promptly to Parent such information concerning its business (i) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed by it the Company, the Operating Partnership or any Company Subsidiary during such period pursuant to the requirements of federal or state securities Laws); provided that , and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent and their respective may reasonably request. Notwithstanding the foregoing, no Person shall be required by this Section 5.6 to provide Parent or its Representatives shall conduct with (x) access to physical properties for the purpose of invasive physical testing, or (y) any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, information that the Company shall reasonably believes may not be obligated to provide such access or information provided to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate by reason of applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the which constitutes information protected by attorney-/client privilege, or expose which the Company or any Company Subsidiary is required to risk keep confidential by reason of liability for disclosure of sensitive contract, agreement or personal information. Following expiration or early termination of the waiting period under the HSR Act, understanding with third parties (it being understood that the Company shall, and shall also arrange visits by Representatives cause each relevant Company Subsidiary to, use its reasonable best efforts to obtain any and all consents of Parent to such customers third parties as shall be mutually agreed by necessary to permit such information to be disclosed to Parent and its Representatives. Neither Parent nor its Representatives, in the Companyexercise of the rights described in this Section 5.6, shall unduly interfere with the operation of the business of the Company or any Company Subsidiary. No investigation pursuant to this Section 5.6 shall affect any representationor information provided, warranty, covenant made available or agreement of any party hereto or any condition delivered to the obligations of the parties hereto. Until the Effective Time, the information provided Parent pursuant to this Section 5.6 will be subject to the terms or otherwise shall affect any representations or warranties of the Confidentiality Company or conditions or rights of Parent contained in this Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject Except as set forth in Section 5.05 of the Company Disclosure Letter, subject to applicable Laws relating to the exchange of informationLaw, from between the date hereof until of this Agreement and the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with its termspursuant to Section 7.01, upon reasonable notice, the Company shall afford to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and recordsrecords (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, subject to Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that request. Parent and their respective Parent’s Representatives (i) shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; Company and provided(ii) shall not be permitted to conduct any Phase II or other intrusive sampling, furthertesting or investigation (including of soil, that water, air or surfaces) at, on or under any real property of the Company or its Subsidiaries. The Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counseljudgment, that doing so would could violate applicable Law or a Contract or obligation of confidentiality owing to a third-third party, jeopardize waive the protection of the an attorney-client privilege, work product doctrine or other legal privilege or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination ; provided, that information shall be disclosed subject to execution of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives a joint defense agreement in customary form to external counsel of Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such customers as access or information and shall be mutually agreed by Parent and use its reasonable efforts to communicate, to the Companyextent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. No investigation All requests for information made pursuant to this Section 5.6 5.05 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations General Counsel of the parties heretoCompany or other person designated by the Company. Until For the avoidance of doubt, until the Effective Time, the all information provided by or on behalf of the Company or its Subsidiaries pursuant to this Section 5.6 5.05 or pursuant to Section 5.02 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent which shall remain in full force and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause effect in accordance with its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionsterms.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to If reasonably requested in writing by the exchange of informationBuyer, from the date hereof of this Agreement until the earlier of the Effective Time Closing Date or the date on which earlier termination of this Agreement is terminated in accordance with its termsAgreement, the Company shall afford Parent permit the Buyer and its Representatives representatives reasonable access non-intrusive access, upon reasonable prior written notice and during normal business hours hours, to the Company’s properties, bookspersonnel, Contracts assets, books and records, contracts and agreements of the Company Entities and shall furnish promptly to Parent the Buyer and its representatives with such information and operating data concerning its business and properties the Company Entities as Parent the Buyer may reasonably request request; provided, that any such investigation shall at all times be managed by and conducted through those representatives of the Seller identified in writing by the Seller, and shall be subject to such additional limitations as the Seller may reasonably require to prevent (other than i) the disruption of the business of the Company Entities, (ii) the disclosure of any publicly available document filed by it pursuant confidential or legally privileged information, (iii) upon the advice of legal counsel, the disclosure of any information that would reasonably be expected to cause significant competitive harm to the requirements of federal or state securities Laws); provided that Parent Seller, the Company Entities and their respective Representatives shall conduct business if the Transactions are not consummated and/or (iv) the disclosure or use of any such activities personal information other than in such a manner as compliance with applicable privacy Laws. Prior to the Closing, without the prior written consent of the Seller (not to interfere be unreasonably withheld, conditioned or delayed), the Buyer shall not contact any suppliers to, or customers of, or any other Person with a business relationship with the Company Entities (except in the ordinary course of business wholly unrelated to the Company Entities, the Seller and the Transactions). Notwithstanding the foregoing, the Seller shall cause the Company to cooperate, assist and arrange for the Buyer to have the opportunity to meet, in person or operations of telephonically, with the Companysuppliers and such other Persons having a material business relationship with the Company Entities, as the Buyer may reasonably request; and provided, furtherhowever, that the Company Buyer shall only contact any such Person (A) with the prior written consent of Seller (which consent shall not be obligated unreasonably withheld, conditioned or delayed) and (B) after giving reasonably sufficient notice to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination allow a designated representative of the waiting period under the HSR ActCompany to participate in any such meeting (whether conducted in person, the Company shall also arrange visits by Representatives of Parent to telephone or otherwise) with such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsPerson.

Access to Information; Confidentiality. (a) Subject NFI and its Subsidiaries shall afford to applicable Laws relating Investors and to the exchange respective officers, directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives Investors reasonable access during normal business hours the period prior to the Company’s Closing Date to all of its properties, facilities, books, Contracts and contracts, commitments, records, data, systems, personnel, consultants, auditors and the Company advisors and, during such period, NFI and its Subsidiaries shall furnish promptly to Parent Investors and to their respective officers, directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents such information concerning its business business, properties, financial condition, operations and properties personnel as Parent Investors may from time to time reasonably request request. Notwithstanding the foregoing, NFI and its Subsidiaries shall not be obligated to disclose (i) any information that in the reasonable judgment of NFI, would result in the loss of attorney-client privilege or other than legal privilege with respect to such information or (ii) any publicly available document filed by it pursuant information that would result in a breach of an agreement to which NFI or any of its Subsidiaries is a party. In addition, notwithstanding the requirements foregoing, in fulfilling its obligations under this Section 6.1, neither NFI nor any of federal or state securities Laws); provided its Subsidiaries shall be required to violate any applicable Law. Investors agree that Parent and their respective Representatives access to such investigation shall conduct any such activities be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company; NFI and provided, further, that the Company shall not be obligated to provide such its Subsidiaries. All requests for access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 6.1 shall affect any representationbe directed to such person or persons as NFI shall designate. Without limiting the terms thereof, warranty, covenant or agreement of any party hereto or any condition to the Confidentiality Agreement shall govern the obligations of the parties hereto. Until the Effective Timerespective Investors party thereto and their respective officers, the directors, employees, Affiliates, financing sources and authorized advisors, representatives and other agents with respect to all information provided of any type furnished or made available to them pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions6.1.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating the Confidentiality Agreement and subject to Applicable Law, upon reasonable notice, each of the Company and Parent shall, and shall cause each of its respective Subsidiaries to, afford to the exchange other party and to the officers, employees and Representatives of informationsuch other party, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsreasonable access, the Company shall afford Parent and its Representatives reasonable access during normal business hours during the period from the date of this Agreement to the Company’s Effective Time, to all their respective properties, books, Contracts Contracts, commitments, personnel and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request records (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives such access shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the business or operations of such party), and during such period, each of the CompanyCompany and Parent shall, and shall cause each of its respective Subsidiaries to, furnish promptly to the other party all information concerning its business, properties and personnel as such other party may reasonably request (including in respect of developments in relation to key employees and material financial developments); provided, however, that the foregoing shall not require the Company and Parent to disclose any information pursuant to this Section 6.4 to the extent that (i) in the reasonable good faith judgment of such party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 6.4, the Company Company, or Parent or Sibelco, as applicable, shall not be obligated use its reasonable best efforts to (1) obtain the required consent of any third party necessary to provide such access disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company or information to Parent and (3) in the case of clauses (i) through (iii), utilize the procedures of a joint defense agreement or implement such other techniques if the Company determines, in its reasonable judgment after consultation with outside counsel, parties determine that doing so would violate applicable reasonably permit the disclosure of such information without violating Applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client jeopardizing such privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation review pursuant to this Section 5.6 6.4 shall affect any representation, warranty, covenant representation or agreement of any warranty given by the other party hereto or any condition to the obligations hereto. Each of the parties hereto. Until the Effective TimeCompany and Parent shall hold, the and shall cause its respective Affiliates, officers, employees and Representatives to hold, any nonpublic information provided pursuant to this Section 5.6 will be subject to in accordance with the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and . Notwithstanding anything to the Company (the “Confidentiality contrary contained in this Agreement”) and, without limiting the generality prior written consent of the foregoingother parties to this Agreement (which shall not be unreasonably withheld, Parent conditioned or delayed), no party to this Agreement shall nothave any right to perform environmental or other invasive or subsurface samples, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation tests or investigations of the Transactionsproperties or facilities of the other parties or any of their respective Subsidiaries.

Access to Information; Confidentiality. (a) Subject Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until Company shall, and shall cause each of its Subsidiaries and the earlier officers, trustees, directors, employees, auditors and agents of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives Subsidiaries to, afford to Acquiror and the officers, employees, accountants, counsel and other representatives of Acquiror, reasonable access during normal business hours during the period prior to the Company’s Effective Time, to all its facilities, offices, properties, books, Contracts and contracts, commitments, records, officers, employees, accountants, counsel and other representatives of the Company and its Subsidiaries and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to Parent such information concerning its business Acquiror (i) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws); provided that Parent banking laws (other than reports or documents which the Company is not permitted to disclose under applicable Law) and their respective Representatives (ii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. Neither the Company nor any of its Subsidiaries shall conduct any be required to provide access to or disclose information where such activities in such a manner as not to interfere unreasonably with access or disclosure would violate or prejudice the business or operations rights of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party’s customers, jeopardize the protection of the any attorney-client privilegeprivilege or contravene any Law, fiduciary duty or expose binding agreement entered into prior to the Company date of this Agreement, provided that, if requested to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Actdo so by Acquiror, the Company shall also arrange visits use commercially reasonable efforts to redact proprietary data from any requested materials or documentation, obtain a waiver from any applicable counterparty or take such other action as may be reasonably requested by Representatives of Parent Acquiror. Acquiror shall, and cause its representatives to, take all reasonable efforts to prevent such customers as shall be mutually agreed by Parent access and inspection from interfering with the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations business operations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent Company and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsSubsidiaries.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationThe Company shall, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with shall cause its terms, the Company shall afford Parent Subsidiaries and its and their respective directors, officers and employees to, and shall use reasonable best efforts to cause its other Representatives to, if reasonably requested by Parent, give Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal reasonable business hours to the Company’s offices, properties, books, Contracts records and recordspersonnel of the Company and the Subsidiaries of the Company, and in each case, for the purposes of implementing and/or consummating the Transactions; provided, however, that the Company shall furnish promptly not be obligated to provide such access or information if the Company determines in its reasonable judgment that doing so would (i) violate applicable Contract, Law or any applicable Judgment, or (ii) waive the protection of attorney-client privilege, attorney work product protection or other legal privilege; provided, that the Company will reasonably cooperate with Parent to provide such document or information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant in a manner that would not result in violation of Contract or Law or the loss or waiver of such privilege, to the requirements of federal or state securities Laws); provided that extent feasible. Parent and their respective its Representatives shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation any Subsidiary of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. Notwithstanding anything to the contrary contained herein, prior to the Closing, Parent shall have no right to perform invasive or subsurface investigations or sampling of any environmental media or building materials at the properties or facilities of the Company or any of the Company’s Subsidiaries without prior written consent of the Company (which may be denied, delayed or conditioned in the sole discretion of the Company). No investigation or access permitted pursuant to this Section 5.6 6.03 shall affect or be deemed to modify any representationrepresentation or warranty made by the Company hereunder or limit or restrict any rights of Parent or Merger Sub, warranty, covenant or agreement of including any party hereto or any right to assert that a condition to the obligations of the parties heretoClosing has not been satisfied. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.48

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating Parent, Merger Sub and their respective Representatives, upon reasonable notice, reasonable access during normal business hours, during the period prior to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which termination of this Agreement is terminated (the “Pre-Closing Period”) in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s all their respective properties, assets, books, Contracts contracts, commitments, personnel and recordsrecords and, during such period, the Company shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent such information concerning its business Parent: (a) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed or received by it during such period pursuant to the requirements of federal or state securities Lawslaws and (b) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law. Nothing herein shall require the Company to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date of this Agreement; provided that Parent and their respective Representatives the parties shall conduct any cooperate to disclose such activities information without jeopardizing such privilege or contravening such Law or binding agreements. All such information shall be held confidential in such a manner as not to interfere unreasonably accordance with the business or operations terms of the Company; Mutual Confidentiality Agreement between Guarantor and provided, further, that the Company shall not be obligated to provide such access or information to Parent if dated as of March 15, 2023 (the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company“Confidentiality Agreement”). No investigation pursuant to this Section 5.6 6.2 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representationof the representations, warrantywarranties, covenant covenants, rights or agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. (a) Subject To the extent permitted by applicable Law, until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Buyer and its authorized agents or Representatives to applicable Laws relating have reasonable access to the exchange of informationproperties, from the date hereof until the earlier books, records, Contracts and such financial (including working papers) and operating data of the Effective Time Business, the Purchased Shares, the Purchased Assets or the date on which this Agreement is terminated in accordance with its termsAssumed Liabilities and the Business Employees and other employees knowledgeable about the Business, the Company shall afford Parent and its Representatives reasonable access Purchased Shares, the Purchased Assets or the Assumed Liabilities as Buyer may reasonably request, during normal regular business hours to review information and documentation and ask questions relative to the Company’s properties, books, Contracts and recordsother records of the Business, the Purchased Shares, the Purchased Assets or the Assumed Liabilities and to conduct any other reasonable investigations; provided that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller or any of its Subsidiaries, shall comply with the reasonable security, data privacy and data protection, and insurance requirements of Seller and its Subsidiaries and shall, in the Company case of physical visits, be at Buyer’s sole risk and expense (provided that Seller shall furnish promptly not, nor permit is Affiliates to, charge for any such access). All requests for access to Parent the offices, properties, books and records of Seller and its Subsidiaries shall be made to such information concerning representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor any of its business and properties as Parent may reasonably request Subsidiaries, agents or Representatives acting on its behalf shall contact any of the employees (other than any publicly available document filed those set forth on Schedule 6.2 of the Disclosure Letter), customers, suppliers, partners, Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by it pursuant to telephone, electronic or other mail or other means of communication, without the requirements specific prior authorization of federal or state securities Laws); provided that Parent and their respective such Representatives shall conduct any such activities in such a manner as of Seller (not to interfere be unreasonably with withheld, conditioned or delayed, and which may be provided via email). Notwithstanding the business foregoing, neither Seller nor any of its Subsidiaries shall be required to (a) provide access to or operations of the Company; and provided, further, that the Company shall not be obligated to provide disclose information where such access or information disclosure would reasonably be expected to Parent if cause the Company determineswaiver of any attorney-client privilege of Seller or such Subsidiaries or contravene any Law or binding agreement of Seller or such Subsidiaries (provided, in that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable judgment after consultation with outside counsel, efforts to disclose such information in a way that doing so would violate not waive such privilege or contravene any applicable Law or a Contract binding agreement), (b) provide access to or obligation of confidentiality owing disclose any document, communication or information related to a third-party, jeopardize the protection sale process with respect to the Business or any other potential transaction relating to the sale or divestiture of the attorney-client privilegeBusiness, (c) provide access to personnel records of the Business Employees, including records relating to individual performance or expose evaluation records, medical histories or other information that Seller believes in good faith is sensitive information relating to personnel or the Company disclosure of which would reasonably be expected to subject Seller or any of its Subsidiaries to risk of liability for disclosure (provided, that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in the sharing of sensitive information or personal information. Following expiration reasonably risk liability) or early termination (d) provide access to any property of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives Seller or its Subsidiaries for purposes of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect conducting any representation, warranty, covenant environmental sampling or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionstesting.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating Prior to the exchange of informationClosing Date, from or, if earlier, the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termspursuant to Section 8.1, Buyer may make or cause to be made such investigation of the Company shall afford Business and properties of WPI and WIN and their respective Subsidiaries and of their respective financial and legal condition as Buyer deems reasonably necessary or advisable. Each of WHF Parent and the Sellers shall, and shall cause WPI and WIN and their respective Subsidiaries to, permit Buyer and its Representatives authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of WPI and WIN and their respective Subsidiaries during normal business hours to review information and documentation relative to the Company’s properties, books, Contracts contracts, commitments and records, other records of WPI and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent WIN and their respective Representatives Subsidiaries; provided, that such investigation shall conduct any such activities in such a manner as only be upon reasonable notice and shall not to interfere unreasonably with the business or disrupt personnel and operations of the Company; Business and providedshall be at Buyer's sole cost and expense. All requests for access to the offices, furtherproperties, books and records of WPI and WIN and their respective Subsidiaries shall be made to such representatives of WPI as WPI shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that the Company neither Buyer nor its representatives shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection contact any of the attorney-client privilegeemployees, customers, suppliers or expose the Company to risk joint venture partners of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR ActWPI, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto WIN or any condition to of their respective Subsidiaries or Affiliates in connection with the obligations transactions contemplated hereby, whether in person or by telephone, mail or other means of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) andcommunication, without limiting the generality specific prior authorization of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.representatives of

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and any applicable Judgment, from between the date hereof until of this Agreement and the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with its termspursuant to Section 7.01, on reasonable notice, for purposes of furthering the Merger and the other Transactions or transition and integration planning relating thereto, the Company shall (and shall cause its Subsidiaries to) afford to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, statutory registers, Contracts and recordsrecords of the Company and its Subsidiaries (other than any of the foregoing that relate to the negotiation 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 Transactions or proposals from other parties relating to any competing or alternative transactions) and the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent may reasonably request (other than than, in each case, any publicly available document filed by it pursuant information that is reasonably pertinent to any adverse Action between the requirements of federal or state securities LawsCompany and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand); provided provided, that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the CompanyCompany or any of its Subsidiaries; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counseljudgment, that doing so would is reasonably likely to (i) violate applicable Law or a Contract an applicable Judgment, (ii) result in the disclosure of trade secrets or obligation of confidentiality owing competitively sensitive information to a third-party, third parties or (iii) jeopardize the protection of the an attorney-client privilege, attorney work product protection or expose the Company to risk of liability for disclosure of sensitive or personal informationother legal privilege. Following expiration or early termination of the waiting period under the HSR ActIn any such event, the Company shall also arrange visits by Representatives inform Parent of Parent to such customers as shall be mutually agreed by Parent the general nature of the information being withheld and the CompanyCompany 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 Judgment, result in the disclosure of trade secrets or competitive sensitive information or risk waiver of such privilege or protection, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.6 5.05 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of executive officer or other Person designated by the parties heretoCompany. Until the Effective Time, the all information provided pursuant to this Section 5.6 will between the parties hereto and their Representatives shall be subject to the terms of the Confidentiality Agreement, letter agreement dated as of December 2June 12, 20132024, by and between Parent and the Company and EQT Partners Asia Pte. Ltd (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent and shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated be deemed to the consummation of the Transactionsbe “Confidential Information” thereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of this Agreement to the Effective Time or the date on which earlier termination of this Agreement is terminated in accordance with its termsAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries, officers, directors and representative to, afford Parent to Parent, Merger Sub and its their respective Representatives reasonable access during normal business hours hours, consistent with applicable Law (including any applicable COVID-19 Measures), so long as such access does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, and solely for the purpose of consummating the Merger or the other transactions contemplated herein, to the Company’s its officers, employees, properties, booksoffices, Contracts other facilities and books and records, and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit Parent or its officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials and, provided, that neither the Company nor any of its Subsidiaries shall be required to prepare, produce, compile or furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities data or information that is not already being prepared, produced or compiled by the Company or such Subsidiary, as the case may be, in the ordinary course of business, and any such data or information may be delivered in the form in which it is ordinarily maintained). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably result in any significant interference with the business or operations of the Company; Company or its Subsidiaries or otherwise result in any significant interference with the prompt and provided, further, that timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall not be obligated required to provide access to or to disclose information, books and records, or other data or materials where such access or information to Parent if the Company determines, in its reasonable judgment after consultation disclosure would (i) breach any agreement with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-any third party, (ii) constitute a waiver of or jeopardize the protection of the attorney-client privilege, or expose other privilege held by the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company such Subsidiary or (the “Confidentiality Agreement”iii) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for violate any purpose unrelated to the consummation of the Transactionsapplicable Law.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall use its commercially reasonable efforts to applicable Laws relating cause its Subsidiaries to, afford to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives accountants, counsel, financial advisors and other representatives reasonable access during normal business hours and upon reasonable notice throughout the period prior to the Company’s Effective Time to their respective properties, books, Contracts contracts, commitments and recordsrecords and, and the Company during such period, shall furnish promptly to Parent such information concerning its business businesses, properties and properties personnel as Parent may shall reasonably request (other than any publicly available document filed by it pursuant to request; provided, however, such access shall not unreasonably disrupt the requirements of federal Company’s or state securities Laws); provided that Parent its Subsidiaries’ respective operations and their respective Representatives shall conduct any such activities must be conducted in such a manner as not to interfere unreasonably accordance with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits procedures established by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the All nonpublic information provided pursuant to this Section 5.6 will to, or obtained by, Parent in connection with the transactions contemplated hereby shall be subject to the terms “Confidential Information” for purposes of the Confidentiality Agreement, dated as of December 2July 3, 20132003, by and between Parent and the Company and The Gates Group, LLC (the “Confidentiality Agreement”) and), without limiting the generality terms of which shall survive the termination of this Agreement and continue in full force and effect. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent shall notby reason of applicable law, and Parent shall cause rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any of its Representatives not toSubsidiaries is required to keep confidential by reason of contract, use agreement or other obligation to third parties. If any party discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon the Effective Time would constitute such information for any purpose unrelated to a breach, such party covenants that it will promptly so inform the consummation of the Transactionsother parties.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the operations of the business of the Company and its Representatives reasonable access Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Company’s Effective Time, to the premises, properties, books, records, Tax Returns, Contracts and recordsother documents and financial, operating and other data of the Company and its Subsidiaries as may reasonably be requested and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent such Representatives all financial, operating and other information concerning the business, properties and personnel of the Company and its business and properties as Subsidiaries; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent may reasonably request or Sub if such disclosure would (a) violate applicable Law or the provisions of any material agreement to which the Company or any of its Subsidiaries is a party or (b) require the Company or any of its Subsidiaries to disclose any information subject to attorney-client or other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)legal privilege; provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company parties will make reasonable, appropriate substitute arrangements where clauses (a) and (b) of this Section 6.2 apply, including by providing a factual basis for the underlying circumstances which resulted in the claim of any privilege; provided further, that nothing herein shall not be obligated authorize Parent or its Representatives to provide such access undertake any intrusive environmental sampling at any of the properties owned, operated or information to Parent if leased by the Company determines, in or its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize Subsidiaries without the protection advance approval of the attorney-client privilege, Company or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Companyits Subsidiaries. No investigation pursuant hereunder shall in any manner constitute a waiver by Parent or any of its Affiliates or Representatives of any of their rights contained in Section 6.9(e), Article IX or any of the conditions precedent to this the obligation of the Parent and Sub to consummate the Merger, including the conditions contained in Section 5.6 shall affect 7.2, or constitute a cure of any breach of any representation, warranty, warranty or covenant or agreement of any party hereto or any condition to the obligations of the parties heretoCompany contained herein. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality AgreementThe confidentiality and nondisclosure agreement, dated as of December 2April 4, 2013, between Parent and the Company 2011 (the “Confidentiality Agreement”) and), without limiting between the generality of the foregoing, Parent shall not, Company and Parent shall cause apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and other Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall and shall cause its Subsidiaries and the JV to, afford to Parent and its Representatives reasonable access during normal business hours upon reasonable advance notice to the Company’s propertiesand its Subsidiaries’ respective Representatives, offices, plants, properties (but excluding for the conduct of Phase I or Phase II environmental assessments or sampling or testing), books, Contracts and records, records and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Companyother party; and provided, further, (i) that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counseljudgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-third party, jeopardize the protection of the attorney-client privilege, or expose the Company such party to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination information and (ii) the conduct of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as activities shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition subject to the rights and obligations of the parties heretoCompany referred to in the final proviso of the penultimate sentence of Section 5.4(c). Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreementconfidentiality letter agreement, dated as of December 2April 30, 20132016, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ), and, without limiting the generality of the foregoing, Parent and the Company shall not, and Parent and the Company shall cause its their respective Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until Company agrees that, prior to the earlier of the Effective Time Closing or the date on which termination of this Agreement is terminated in accordance with Article VIII, Parent and its termsRepresentatives shall be entitled to make such investigation of the properties, assets, businesses and operations of the Company and its Subsidiaries and such examination of the books, records and financial condition of the Company and its Subsidiaries as Parent reasonably requests, and to make extracts and copies of such books and records (provided, however, that the foregoing shall not require the Company or its Subsidiaries to provide any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law or jeopardize the loss of an attorney-client privilege). No investigation by Parent prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or the Seller contained in this Agreement or the Company Documents. Any such investigation by Parent shall occur during the normal business hours of the Company and its Subsidiaries but shall not unreasonably interfere with any of the businesses or operations of the Company or its Subsidiaries. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request regarding the affairs of the Company and its Subsidiaries, the Company shall afford use commercially reasonable efforts to cause its Representatives to cooperate fully with Parent’s Representatives in connection with such review and examination. Parent and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts and records, and shall hold information received from the Company shall furnish promptly to Parent such information concerning and its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation Subsidiaries pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to 6.5 in confidence in accordance with the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party, and except (a) Subject as would reasonably be expected to result in the loss or waiver of any attorney-client, work product or other applicable Laws relating privilege (provided, that to the exchange extent the Company or any Company Representative shall withhold information or access due to the risk of informationloss or waiver of such privilege, the Company or such Company Representative shall notify Parent of such withholding and shall use reasonable best efforts to communicate such information in a manner that does not risk such loss or waiver), (b) for any access to a Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound would violate, or cause a default under such Contract (provided, that to the extent the Company or any Company Representative shall withhold information or access due to the risk of such Contract breach or violation, the Company or such Company Representative shall notify Parent of such withholding and shall use reasonable best efforts to communicate such information in a manner that does not result in such breach or violation); (c) such documents or information are reasonably pertinent to any adverse Proceeding that is pending between the Company, on the one hand, and Parent, on the other hand; or (d) to the extent any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information (provided, that to the extent the Company or any Company Representative shall withhold information or access due to such restriction or prohibition, the Company or such Company Representative shall notify Parent of such withholding and shall use reasonable best efforts to communicate such information in a manner that does not result in such restriction or prohibition), from the date hereof until the earlier of this Agreement to the Effective Time or the date on which this Agreement is terminated in accordance with its termsTime, the Company shall afford Parent will, and will cause each of its Representatives reasonable access during normal business hours 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 the Company’s properties, books, Contracts and records, and the “Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request Representatives”) to: (other than any publicly available document filed by it pursuant i) provide to the requirements of federal or state securities Laws); provided that 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 facilities of the Company Group and to the Contracts, books and records thereof and (ii) furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company Group as Parent or the Parent Representatives may reasonably request in good faith and that is reasonably related to the consummation of the Merger or for integration planning; provided, that no investigation pursuant to this Section 5.2 shall conduct affect or be deemed to modify any such activities 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 a manner as not to interfere unreasonably with the business or operations conduct of the Company; and provided, further, that Company Group. The information referred to in the Company previous sentence shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Nondisclosure Agreement, dated as of December 2September 11, 20132023, by and between Parent and the Company and Parent (the “Confidentiality Agreement”) and); provided, without limiting that nothing in the generality Confidentiality Agreement shall restrict Parent’s or Merger Sub’s ability to take any of the foregoingactions expressly contemplated by this Agreement. The Company and Parent hereby agree, Parent in accordance with Section 17(e) of the Confidentiality Agreement, that the Confidentiality Agreement shall notbe deemed to have been, and Parent shall cause its Representatives not tohereby is, use such information for any purpose unrelated amended to provide that (i) the Restricted Period (as defined therein) terminated on the date of this Agreement and (ii) the term of the Confidentiality Agreement was extended until the earlier of (x) the Closing and (y) two years after the termination of this Agreement. Notwithstanding anything to the consummation of contrary in this Agreement, the TransactionsCompany may satisfy its obligations set forth in this Section 5.2 by electronic means if physical access is not reasonably feasible or would not be permitted under applicable public health or similar Laws or measures.

Access to Information; Confidentiality. (a) Subject to the confidentiality agreement between Starwood Land Ventures L.L.C. and Forestar (USA) Real Estate Group Inc., dated October 24, 2016 (the “Confidentiality Agreement”) and applicable Laws relating Law, the Company shall afford to Parent and its officers, employees, accountants, counsel, financial advisors, partners, investors and other Representatives, reasonable access at reasonable times on reasonable notice during the exchange of information, from period between the date hereof until and the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with Section 8.1 to all of its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts contracts, commitments, personnel and recordsrecords (provided, and 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 such information concerning its business (a) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available 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, litigation matters and personnel as Parent may reasonably request; provided, that 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 shall, upon the request of Parent, use its reasonable best efforts to obtain the required consent of any third party to such access or disclosure), or (z) 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); and provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that Parent shall have no right and the Company shall not be obligated to provide such any access for purposes of conducting any investigations relating to environmental matters that would unreasonably intrude upon, in or information to Parent if under, or unreasonably interfere with, any operations or properties of the Company determines, in or its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanySubsidiaries. No investigation review pursuant to this Section 5.6 6.2 shall affect or be deemed to modify any representationrepresentation or warranty contained herein, warranty, covenant the covenants or agreement agreements of any party hereto the Parties or any condition the conditions to the obligations of the parties heretoParties under this Agreement. Until the Effective Time, the All information provided pursuant to this Section 5.6 will 6.2 shall be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable any restrictions imposed by the Gaming Laws relating to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsantitrust laws, the Company shall afford Parent to representatives of Parent, including its counsel, accountants and its Representatives lenders, reasonable access during normal business hours during the period prior to the Company’s Closing Date to all the properties, books, Contracts and records, and records of the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to collectively, the requirements of federal or state securities Laws"INSPECTION"); provided PROVIDED, HOWEVER, that (i) Parent and their respective Representatives shall conduct provide the Company with at least twenty-four hours' prior written notice of any such activities in such Inspection; (ii) if the Company so requests, Parent's representatives shall be accompanied by a manner as not to interfere unreasonably with the business or operations representative of the Company; and provided, further, that (iii) Parent shall not initiate contact with employees or other representatives of the Company without the prior written consent of the Company; (iv) Parent's representatives shall not be obligated entitled to provide perform any physical testing of any nature with respect to any of the Company's properties or assets or any portion thereof without the Company's prior written consent, which consent may be withheld if in the judgment of the Company's representatives such access testing would interfere with the operation of the Company's business; (v) Parent shall not interfere with the operation of the Company's business; (vi) Parent shall, at its sole cost and expense, promptly repair any damage to any of the Company's properties or information to Parent if assets or any portion thereof or any other property owned by a Person other than Parent, as the case may be, arising from or caused by such Inspection, and shall promptly reimburse the Company determinesfor any loss arising from or caused by any Inspection, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law and restore the Company's properties and assets or a Contract or obligation of confidentiality owing to a such other third-partyparty property, jeopardize as the protection case may be, to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless the Company, the Stockholders and their respective Affiliates from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys' fees) incurred by any of them arising or resulting from any Inspection of the attorney-client privilegeCompany's real property; and (vii) in no event shall the results of any such Inspection or Parent's satisfaction therewith be a condition to Parent's obligations hereunder, or expose it being the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives intent of Parent to such customers purchase the Company and its business, properties, assets and liabilities on an "as shall be mutually agreed by Parent and is, where is" basis as set forth in SECTION 4.10. If, in the Company. No course of any investigation pursuant to this Section 5.6 shall affect SECTION 4.2(A), Parent discovers any representation, warranty, covenant or agreement breach of any party hereto representation or warranty contained in this Agreement or any circumstance or condition to the obligations of the parties hereto. Until the Effective Timethat, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreementupon Closing, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoingwould constitute such a breach, Parent shall not, promptly inform the Company in writing and Parent any failure to notify the Company shall cause its Representatives not to, use constitute a waiver of any such information for any purpose unrelated to the consummation of the Transactionsbreach.

Access to Information; Confidentiality. (a) Subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or Company or any of the Parent Subsidiaries is a party or pursuant to applicable Laws relating Law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to the exchange of informationcomply, from the date hereof of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termsTermination Date, the Company or EAI shall afford (i) provide or cause to be provided to Parent (and its Representatives officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives")) access at reasonable access during normal business hours times upon prior notice to its officers, employees, agents, properties, offices and other facilities and, on an as needed basis, to those of EAI and to the Company’s propertiesbooks and records of Company and, booksas directly applicable, Contracts and recordsof EAI, and the Company shall (ii) promptly furnish promptly or cause to Parent be furnished such information concerning its business Company's business, properties, contracts, assets, liabilities and properties personnel (and such of EAI as are directly applicable) as Parent or its Representatives may reasonably request (other than any publicly available document filed by it pursuant to the requirements request. Parent's right of federal or state securities Laws); provided that Parent access and their respective Representatives inspection shall conduct any such activities be exercised in such a manner as not to unreasonably interfere unreasonably with the business or operations of Company's or EAI's business and shall be coordinated with the President of Company. From the date of this Agreement until the earlier of the Effective Time or the Termination Date, neither Parent nor any of its Representatives shall meet (telephonically or in person) with any Company employee or agent without one of the Managing Stockholders being present; and provided, furtherhowever, that the Company Managing Stockholders shall not be obligated to provide make themselves available for such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation meetings as requested by Parent. Each of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Stockholders shall (and shall cause its Representatives to) abide by, the terms of that certain confidentiality agreement dated March 21, 2000 by and between Parent and Company. , a copy of which is attached hereto as Annex G. No investigation conducted pursuant to this Section 5.6 6.03 shall affect or be deemed to modify any representation, warranty, covenant representation or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to warranty made in this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from the date hereof until Until the earlier of the Effective Time or and the date on which termination of this Agreement is terminated in accordance with its termspursuant to Article VIII, upon reasonable notice and subject to applicable Law, the Company shall (and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access 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 Subsidiaries, during normal business hours and upon reasonable advance notice, to the Company’s properties, books, Contracts books and records, and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested (and if necessary, to provide such information concerning through a "clean team" or "common interest" agreement); provided, however, that nothing herein shall require the Company or any of its business and properties as Subsidiaries to disclose any information to Parent may reasonably request or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company (other than taking into account the protections of any publicly available document filed by it pursuant applicable clean team or common interest agreement), (a) cause significant competitive harm to the requirements Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (b) violate any applicable Law or Order or the provisions of federal any agreement to which the Company or state securities Laws)any of its Subsidiaries is a party or (c) jeopardize any attorney-client, other legal privilege or trade secret protection; provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any invasive or intrusive sampling, testing or assessment of any environmental media. Notwithstanding anything herein to the contrary, the Company shall not be obligated required to provide access or make any disclosure to Parent pursuant to this Section 6.5 to the extent that such access or information is reasonably pertinent to Parent if a litigation where the Company determinesor any of its Affiliates, in on the one hand, and Parent or any of its reasonable judgment after consultation with outside counselAffiliates, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-partyon the other hand, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Companyare adverse parties. No investigation or access permitted pursuant to this Section 5.6 6.5 shall affect or be deemed to modify any representationrepresentation or warranty made by the Company hereunder. The Confidentiality Agreement shall apply with respect to information and materials furnished by the Company, warrantyits Subsidiaries and the Company's officers, covenant or agreement of any party hereto or any condition employees and other Representatives hereunder and, if this Agreement is terminated prior to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to this Section 5.6 will be subject giving effect to the terms execution of the Confidentiality this Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactions.

Access to Information; Confidentiality. (a) Subject The Company shall permit the Buyer, its lenders and their respective representatives to applicable Laws relating have reasonable access to the exchange of informationproperties, from the date hereof until the earlier books and records of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to review information and documentation relative to the Company’s properties, books, Contracts contracts, commitments and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations records of the Company; provided that such inspection shall only be upon reasonable notice and shall not unreasonably disrupt personnel and operations of the business of the Company and shall be at the Buyer’s sole cost and expense; provided, further, that the Company Buyer shall not be obligated conduct any environmental site assessment, compliance evaluation or investigation with respect to provide such access or information to Parent if the Company determines, in its reasonable judgment after without prior consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection and written approval of the attorney-client privilegeCompany. All requests for access to the offices, or expose the Company to risk properties, books and records of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent be made to such customers representatives of the Company as the Company shall designate, who shall be mutually solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed by Parent that neither the Buyer nor any of its agents or representatives shall contact any of the employees of the Company other than officers and employees that it has had contact with in the course of its due diligence review of the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition customers, suppliers, Persons that have business relationships with the Company or any of their respective Affiliates 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 such representatives of the Company, such authorizations not to be unreasonably withheld, delayed or conditioned. Any access to the obligations offices, properties, books and records of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will Company shall be subject to the terms following additional limitations: (i) the Company may limit such access to the extent reasonably necessary to avoid any violation of any Law or material agreement to which any Seller or the Company is a party; and (ii) the Buyer shall give the Sellers written notice of at least two Business Days before conducting any inspections of the Confidentiality Agreementproperty of the Company, dated as and a representative of December 2, 2013, between Parent and the Company (shall have the “Confidentiality Agreement”) and, without limiting right to be present when the generality of the foregoing, Parent shall not, and Parent shall cause Buyer or its Representatives not to, use agents or representatives conduct investigations on such information for any purpose unrelated to the consummation of the Transactionsproperty.

Access to Information; Confidentiality. The Company shall (aand shall cause each of its subsidiaries to) Subject to applicable Laws relating afford to the exchange officers, employees, accountants, counsel and other representatives of informationParent reasonable access, from consistent with applicable law, at all reasonable times during the date hereof until period prior to the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with Appointment Date, to all its termsproperties, books, contracts, commitments and records, and, during such period, the Company shall afford Parent (and shall cause each of its Representatives reasonable access during normal business hours to the Company’s propertiessubsidiaries to) furnish, booksconsistent with applicable law, Contracts and records, and the Company shall furnish promptly to Parent such all information concerning its business the Company's business, properties and properties personnel as Parent may reasonably request and shall make available, consistent with applicable law, to Parent the appropriate individuals (including attorneys, accountants and other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations professionals) for discussion of the Company; 's business, properties and provided, further, that personnel as Parent may reasonably request. After the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR ActAppointment Date, the Company shall also arrange visits provide Parent and such persons as Parent shall designate with all such information, at any time as Parent shall request. Any such information obtained by Representatives of Parent to such customers as or Purchaser shall be mutually agreed governed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of . Notwithstanding the foregoing, (i) no review, inquiry or investigation by Parent shall not, and Parent shall cause its Representatives not to, use such information for affect any purpose unrelated representations or warranties of the Company contained herein or the conditions to the consummation obligations of Parent or Purchaser and (ii) nothing contained in this Agreement shall require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the TransactionsCompany would result in the disclosure of any trade secrets of it or third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section shall be directed to an executive officer of the Company or such person as may be designated by any of its officers, as the case may be.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall cause each of its Subsidiaries to, afford to applicable Laws relating Parent, Merger Sub and their respective Representatives, upon reasonable notice, reasonable access during normal business hours, during the period prior to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which termination of this Agreement is terminated (the “Pre-Closing Period”) in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s all their respective properties, assets, books, Contracts contracts, commitments, personnel and recordsrecords and, during such period, the Company shall, and the Company shall cause each of its Subsidiaries to, furnish promptly to Parent such information concerning its business Parent: (a) a copy of each report, schedule, registration statement and properties as Parent may reasonably request (other than any publicly available document filed or received by it during such period pursuant to the requirements of federal or state securities LawsLaws and (b) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law. Nothing herein shall require the Company to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date of this Agreement; provided that Parent and their respective Representatives the parties shall conduct any cooperate to disclose such activities information without jeopardizing such privilege or contravening such Law or binding agreements. All such information shall be held confidential in such a manner as not to interfere unreasonably accordance with the business or operations terms of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Mutual Confidentiality Agreement between Parent and the CompanyCompany dated as of October 17, 2023 (the “Confidentiality Agreement”). No investigation pursuant to this Section 5.6 6.2 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representationof the representations, warrantywarranties, covenant covenants, rights or agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionshereunder.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating Prior to the exchange of informationClosing Date, from or, if earlier, the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its termspursuant to Section 10.1, the Company shall, and shall afford Parent cause each other member of the Company Group to, permit Buyer and its Representatives authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Company Group during normal business hours to review information and documentation relative to the Company’s properties, books, Contracts contracts, commitments and records, and other records of the Company shall furnish promptly to Parent such information concerning its business and properties Group as Parent Buyer may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided provided, that Parent such investigation shall only be upon reasonable notice and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or disrupt personnel and operations of the Company; and provided, further, that business of the Company shall not be obligated to provide such access or information to Parent if the Company determinesGroup. All requests for access to the offices, in its reasonable judgment after consultation with outside counselproperties, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection books and records of the attorney-client privilege, Company Group shall be made to the Member Representative or expose such representatives of the Company to risk as the Member Representative shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Buyer nor any of liability for disclosure of sensitive its Affiliates or personal information. Following expiration or early termination their respective representatives shall contact any of the waiting period under the HSR Actcustomers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto Group or any condition of their respective Affiliates with respect to any member of the Company Group or otherwise in connection with the transactions contemplated hereby, whether in person or by telephone, mail (electronic or otherwise) or other means of communication, without the specific prior authorization of the Member Representative. Any access to the obligations offices, properties, books and records of the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will Company Group shall be subject to the terms following additional limitations: (i) Buyer shall give the Member Representative notice of at least three (3) Business Days before conducting any inspections or communicating with any third party relating to any member of the Confidentiality AgreementCompany Group or any property of the Company Group, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality Member Representative or a representative of the foregoingCompany Group designated by the Member Representative shall have the right to be present when Buyer, Parent any of its Affiliates or their respective representatives conducts such investigations; and (ii) Buyer, its Affiliates and their respective representatives shall not, use its commercially reasonable efforts to perform all on-site due diligence reviews and Parent shall cause its Representatives not to, use such information for all communications with any purpose unrelated to the consummation of the TransactionsPerson on an expeditious and efficient basis.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of information, from From the date hereof until the earlier of to the Effective Time or the date on which earlier valid termination of this Agreement is terminated in accordance with its termsAgreement, upon reasonable prior written notice from Parent, the Company shall, and shall cause its subsidiaries, and use its reasonable best efforts to cause its officers, directors and employees to, afford Parent and its Representatives reasonable access access, consistent with applicable Law, during normal business hours to the Company’s and its subsidiaries’ officers, employees, properties, books, Contracts books and records, and as necessary to facilitate consummation of the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed transactions contemplated by it pursuant to this Agreement. Notwithstanding the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct foregoing, any such activities investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company; Company or its subsidiaries or otherwise result in any significant interference with the prompt and providedtimely discharge by such officers, furtheremployees and other authorized Representatives of their normal duties and shall not include any invasive environmental sampling or testing. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of the Company or any of its subsidiaries, or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, in the event that the Company does not provide access or disclose information in reliance on the immediately preceding sentence, it shall not be obligated provide notice to provide Parent that it is withholding such access or information to Parent if the Company determines, in and shall use its reasonable judgment after consultation with outside counselbest efforts to communicate, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Actextent feasible, the Company shall also arrange visits by Representatives of Parent to applicable information in a way that would not waive such customers as shall be mutually agreed by Parent and privilege or violate the Companyapplicable Law, rule, regulation, order, judgment, decree or binding agreement, including entering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation All requests for information made pursuant to this Section 5.6 7.4(a) shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of executive officer or other Person designated by the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationLaw and any applicable Judgment, from between the date hereof until of this Agreement and the earlier of the Effective Time or and the date on which valid termination of this Agreement is terminated in accordance with its termspursuant to Section 7.01, upon reasonable notice, the Company shall (a) afford to Parent and its Parent’s Representatives reasonable access during normal business hours to the Company’s officers, employees, agents, properties, books, Contracts and records, records and the Company shall (b) furnish promptly to Parent and Parent’s Representatives such information concerning its business business, personnel, assets, liabilities and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws)request; provided that Parent and their respective its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, however, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counselParent, that doing so would reasonably be expected to (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third-partyLaw, jeopardize (ii) waive the protection of the an attorney-client privilege, attorney work product protection or expose other legal privilege, (iii) be adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action against Parent or any of its Affiliates or (iv) involve documents or information relating to risk the evaluation or negotiation of liability this Agreement or the Transactions. Without limiting the foregoing, in the event that the Company 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 the basis for disclosure of sensitive such withholding and shall use its reasonable best efforts to make appropriate substitute arrangements under circumstances in which the xxxxx described in the foregoing clauses (i) through (iv) would not apply or, to the extent such arrangements are not feasible, to provide, to the extent feasible, the applicable access or personal information. Following expiration or early termination of information in a way that would not result in the waiting period under xxxxx described in the HSR Act, foregoing clauses (i) through (iv); provided that the Company shall also arrange visits by Representatives of Parent not be required to provide such customers as shall be mutually agreed by Parent and substitute arrangements or access or information to the Companyextent the Company would incur third party fees or expenses in connection therewith. No investigation All requests for information made pursuant to this Section 5.6 5.07 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition be directed to the obligations of Person designated by the parties hereto. Until the Effective Time, the information provided pursuant to this Section 5.6 will be subject to the terms of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.

Access to Information; Confidentiality. (a) Subject The Company shall, and shall use its commercially reasonable efforts to applicable Laws relating cause its Subsidiaries to, afford to the exchange of information, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives accountants, counsel, financial advisors and other representatives reasonable access during normal business hours and upon reasonable notice throughout the period prior to the Company’s Effective Time to their respective properties, books, Contracts contracts, commitments and recordsrecords and, and the Company during such period, shall furnish promptly to Parent such information concerning its business businesses, properties and properties personnel as Parent may shall reasonably request (other than any publicly available document filed request; provided, however, such access shall not unreasonably disrupt the Company's or its Subsidiaries' respective operations and must be conducted in accordance with the procedures established by it pursuant the Company. All nonpublic information provided to, or obtained by, Parent or Merger Sub in connection with the transactions contemplated hereby shall be subject to the requirements confidentiality obligations under that certain Confidentiality Agreement, dated August 6, 2002, by and between the Company and GF Management Company, LLC (the "Confidentiality Agreement"), the terms of federal or state securities Laws); provided that Parent which shall survive the termination of this Agreement and their respective Representatives shall conduct any such activities continue in such a manner as not to interfere unreasonably with full force and effect. Notwithstanding the business or operations of the Company; and providedforegoing, further, that the Company shall not be obligated required to provide such access or any information which it reasonably believes it may not provide to Parent if the Company determinesby reason of applicable Law, in its reasonable judgment after consultation with outside counselrules or regulations, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the which constitutes information protected by attorney-/client privilege, or expose which the Company or any of its Subsidiaries is required to risk keep confidential by reason of liability for disclosure contract, agreement or other obligation to third parties. Notwithstanding anything else in this Agreement to the contrary, each party hereto (and each employee, representative or other agent of sensitive or personal information. Following expiration or early termination any party) may disclose to any and all persons, without limitation of the waiting period under the HSR Actany kind, the Company shall also arrange visits by Representatives Tax treatment and Tax structure of Parent any and all transactions contemplated herein and all materials of any kind (including opinions or other Tax analyses) that are or have been provided to any party (or to any employee, representative or other agent of any party) relating to such customers as Tax treatment or Tax structure, provided, however, that this authorization of disclosure shall be mutually agreed by not apply to restrictions reasonably necessary to comply with securities Laws. If Parent and the Company. No investigation pursuant to this Section 5.6 shall affect or Merger Sub discovers any representation, warranty, covenant or agreement breach of any party hereto representation or any warranty contained in this Agreement, the nature of which would cause the condition to the obligations of the parties hereto. Until Company relating to representations and warranties set forth in Section 7.2 to not be satisfied, or any circumstance or condition that upon the Effective TimeTime would constitute such a breach, Parent and Merger Sub covenant that they will promptly so inform the Company. If the Company discovers any breach of any representation or warranty contained in this Agreement, the information provided pursuant to this Section 5.6 will be subject nature of which would cause the condition to the terms obligations of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and Merger Sub relating to representations and warranties set forth in Section 7.3 to not be satisfied, or any circumstance or condition that upon the Effective Time would constitute such a breach, the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the Transactionscovenants that it will promptly so inform Parent.

Access to Information; Confidentiality. (a) Subject to applicable Laws relating to the exchange of informationlaw, from the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s properties, books, Contracts and records, and the Company shall furnish promptly to Parent such information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant to the requirements of federal or state securities Laws); provided that Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company shall not be obligated to provide such access or information to Parent if the Company determines, in its reasonable judgment after consultation with outside counsel, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the Company. No investigation pursuant to this Section 5.6 shall affect any representation, warranty, covenant or agreement of any party hereto or any condition to the obligations of the parties hereto. Until the Effective Time, the Company shall (and shall cause the Company Subsidiaries and officers, directors, employees, auditors and agents to) afford the officers, employees, auditors and agents (the "Representatives") of News Corp. access at reasonable times to its officers, employees, agents, properties, offices, plants and other facilities, books, records and Tax Returns, and shall furnish such Representatives with all financial, operating and other data and information provided as may be reasonably requested. All files, records, documents, information, data and similar items relating to the confidential information of the Company and the Company Subsidiaries, whether furnished pursuant to this Section 5.6 will be subject 6.3 or otherwise in connection with the Transactions (other than information which (i) is or becomes generally available to the terms public other than as a result of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and a disclosure by the Company or its Representatives, (ii) is or becomes available to News Corp. from a source other than the “Confidentiality Agreement”) andCompany, without limiting the generality of the foregoingCompany Subsidiaries or their Representatives; provided, Parent shall however, that such source is not, and Parent was not, bound by a confidentiality agreement with the Company or any of its affiliates or Representatives, or (iii) is reasonably necessary to be disclosed in connection with any litigation between the parties hereto and/or their respective Representatives with respect to the subject matter hereof), shall be deemed "confidential information" of the Company and shall remain the exclusive property of the Company. Such confidential information has been furnished solely for the purpose of News Corp.'s evaluating and consummating the Merger, and, in the event the Merger is not consummated, News Corp. may not, and shall cause its Representatives not toto not, otherwise use such information or disclose the same to third parties. If this Agreement is terminated for any purpose unrelated reason pursuant to Article VIII hereof, the obligations of News Corp. and its Representatives pursuant to this Section 6.3 shall terminate two years from the date hereof. Further, News Corp. shall, and shall cause its respective Representatives to, promptly deliver all copies of any such confidential information to the consummation Company upon termination of this Agreement, in accordance with Article VIII hereof. Notwithstanding anything in the Transactionsforegoing to the contrary, News Corp. and its Representatives may use such confidential information in connection with the HMI Sale; provided, however, that News Corp. and its Representatives shall not provide such confidential information to any third party unless such third party agrees to be bound in a writing containing substantially similar terms to those contained in this Section 6.3 (including, without limitation, the obligations of News Corp. and its Representatives with respect to such information).

Access to Information; Confidentiality. (a) Subject to compliance with applicable Laws relating Law (including antitrust and competition Laws) and appropriate disclosure limitations to maintain attorney-client privilege, the exchange Company shall, and shall cause each of informationits Subsidiaries to, from afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, consultants and other representatives and advisors full access upon reasonable advance notice and during normal business hours during the date hereof until the earlier of period prior to the Effective Time or the date on which termination of this Agreement is terminated in accordance with its termsto all their respective properties, the Company shall afford Parent and its Representatives reasonable access during normal business hours to the Company’s propertiesassets, books, Contracts and records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent such any information concerning its business and properties as Parent may reasonably request (other than any publicly available document filed by it pursuant including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the requirements of federal or state securities Laws); provided that Effective Time, Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; and provided, further, that the Company may (but shall not be obligated required to), following reasonable notice to provide the Company, contact and interview any Company Personnel and review the personnel records and such access or other information to Parent if concerning the Company determinesPersonnel as Parent may reasonably request, in its reasonable judgment after consultation with outside counsel, that doing so would violate provided such review is permissible under applicable Law or a Contract or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose the Company to risk of liability for disclosure of sensitive or personal information. Following expiration or early termination of the waiting period under the HSR Act, the Company shall also arrange visits by Representatives of Parent to such customers as shall be mutually agreed by Parent and the CompanyLaw. No investigation pursuant to this Section 5.6 by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant covenant, agreement or agreement other provision of any party hereto this Agreement, or any condition the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties heretounder the Agreement. Until Except as required by any applicable Law or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Effective Time, Company confidential in accordance with the Confidentiality Agreement. Any request for information provided or contact pursuant to this Section 5.6 will 5.02(a) shall be subject directed to the terms (or in a manner approved by) an executive officer of the Confidentiality Agreement, dated as of December 2, 2013, between Parent and the Company (the “Confidentiality Agreement”) and, without limiting the generality of the foregoing, Parent shall not, and Parent shall cause its Representatives not to, use such information for any purpose unrelated to the consummation of the TransactionsCompany.