Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. Subject to Applicable Law and except for, in connection with, or as a result of (aor for any actions that constitute) Upon reasonable notice and subject to applicable Lawsany COVID-19 Measures, each Party Titanium agrees that it shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties Silver and their respective Silver’s Representatives reasonable access access, upon reasonable advance written notice and during normal business hours (andhours, with respect during the period prior to the books and recordsEffective Time, the right to copy) to all its properties (other than for purposes of its and its Subsidiaries’ properties, commitmentsinvasive testing), books, contracts, commitments, personnel and records and, during such period, Titanium shall, and correspondence (in shall cause each caseof its Subsidiaries to, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) Silver all other information (other than information regarding any Acquisition Proposal) concerning its and its Subsidiaries’ business, properties and personnel as may be reasonably requested (in each case, in a manner so as to not interfere in any material respect with the Other Parties normal business operations of Titanium or its Subsidiaries); provided, however, that all such access shall be coordinated through Titanium or its Representatives in accordance with such procedures as they may reasonably requestestablish; and provided, including information necessary further, that Titanium shall not be required to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by permit such access or make such disclosure, if such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or any other Contract with a third party, (ii) result in the Confidentiality Agreementloss of any attorney-client privilege, each Party (iii) violate or materially impair the contractual rights of its customers and tenants or (iv) violate any Applicable Law, it being agreed that, with respect to subclauses (i), (ii) and (iii), Titanium shall use its Representatives shall hold information received reasonable efforts to allow for such access or disclosure in a manner that does not result in such loss, violation or impairment, including by seeking a waiver from the Other Parties relevant third party. Notwithstanding anything contained in this Agreement to the contrary, Titanium shall not be required to provide any access or make any disclosure to the other pursuant to this Section 7.4(a) in confidence in accordance with 6.02 to the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if extent such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would information is reasonably be expected pertinent to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party litigation where Titanium or any of its Subsidiaries or (ii) if such Party or any of its SubsidiariesAffiliates, on the one hand, and any Other Party Silver or any of its SubsidiariesAffiliates, on the other hand, are adverse parties in a litigation, such or reasonably likely to become adverse parties. Titanium may reasonably designate any competitively sensitive material to be provided to Silver under this Section 6.02 as “Outside Counsel Only Material.” Such materials and information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties contained therein shall cooperate in seeking to find a way to allow disclosure of such information be given only to the extent doing so outside legal counsel of Silver and will not be disclosed by such outside legal counsel to employees (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) reasonably be likely to result of Silver unless express permission is obtained in the violation of any such contract advance from Titanium or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the its legal counsel. All information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements exchanged pursuant to which non-employee Representatives of the Other Party this Section 6.02 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate subject to the Other Parties in reasonable detail Mutual Non-Disclosure Agreement, dated as of November 8, 2019, between Titanium and Silver (the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) 7.5 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) 7.5 shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b7.5(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and The Company shall cause each of its Subsidiaries to afford to the Other Parties Parent and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout of Parent, reasonable access during normal business hours during the period prior to the earlier of before the Effective Time to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the termination of this Agreement pursuant to Article IX. Each Party Company shall furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including information necessary to prepare however, that such access does not unreasonably disrupt the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms normal operations of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) Company. This Section 7.4(b) 6.02 shall not require any Party the Company to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt that in the operations reasonable judgment of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any contract or Law of its obligations with respect to which confidentiality if such Party or its Subsidiaries is a party or would cause a loss shall have used reasonable best efforts to obtain the consent of privilege such third party to such Party inspection or any of its Subsidiaries or disclosure, (ii) if the loss of attorney-client privilege with respect to such Party or any of its Subsidiariesinformation (provided, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigationthat each party shall use all reasonable efforts, such information being reasonably pertinent thereto; provided thatas the entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege) or (iii) in the case of clause (i)documents or portions of documents relating to pricing or other matters that are highly sensitive, the Parties shall cooperate in seeking to find a way to allow disclosure of Governmental Authority alleging that providing such information violates antitrust Law. If any material is withheld by such party pursuant to the extent doing so (1) would not (in proviso to the good faith belief preceding sentence, such party shall inform the other party as to the general nature of the Party what is being requested withheld and use reasonable best efforts to disclose the provide appropriate alternative disclosure. All information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements exchanged pursuant to which non-employee Representatives of the Other Party this Section 6.02 shall be provided subject to the Mutual Confidentiality Agreement dated February 22, 2023 between the Company and Parent (the “Confidentiality Agreement”). Any access to such information; provided, further, that the Party being requested Company’s properties shall be subject to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)the Company’s Leases and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing.

Access to Information; Confidentiality. (a1) Upon Subject to compliance with Law, upon reasonable notice and subject to applicable Lawsnotice, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of Effective Time, the Effective Time Parties will (and will cause their respective Subsidiaries to) as soon as practicable after a request from the termination of this Agreement pursuant other Party is received: (a) afford the other Party’s officers and other authorized Representatives reasonable access to Article IX. Each Party shall its directors, senior management, books, Contracts and records; (b) furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably requestbe requested (including, including for the avoidance of doubt, continuing access to the Company Data Room or Purchaser Data Room, as applicable); and (c) provide reasonable cooperation to the other Party’s officers and other authorized Representatives with respect to day one readiness integration planning (such as payroll, regulatory compliance and financial reporting requirements); provided however, in each case that: (i) access to any people contemplated in this Section 4.9(1) will be provided during the applicable Party’s normal business hours unless the Parties agrees otherwise; (ii) the Party’s compliance with any request under this Section 4.9(1) will not unduly interfere with the conduct of the Party’s business; and (iii) the Party need not supply the other Party or its representatives with any information necessary which, in the reasonable judgment of the supplying Party, is under a legal obligation not to prepare supply, including, without limitation, pursuant to the Joint Proxy Statement provisions of the HSR Act or other Antitrust Laws; provided, that, with respect to clause (iii), the supplying Party shall use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation. Without limiting the generality of the foregoing, the Parties will reasonably cooperate and consult, acting in good faith, with respect to each Party’s ability to access the other Party’s properties. (2) Neither the Purchaser nor any of its Representatives will contact any Company Employee for the purposes of negotiating a new employment or consulting agreement directly with such Company Employee, or any contractual counterparts of the Company or its Subsidiaries (in their capacity as such), except after consultation with and the Registration Statementapproval in writing of the Chief Executive Officer or the Chief Financial Officer of the Company. Except for disclosures permitted Notwithstanding the foregoing, the Purchaser, its Subsidiaries and their Representatives shall not be precluded by this Section 4.9(2) from contacting any Person in the Ordinary Course of business of such Person. (3) Investigations made by or on behalf of a Party, whether under this Section 4.9 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the terms of other Party in this Agreement. (4) The Parties acknowledge that the Confidentiality Agreement, each Party Agreement continues to apply and its Representatives shall hold that any requests for information received from the Other Parties and any information provided pursuant to this Section 7.4(a4.9(1) in confidence in accordance with will be subject to the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable LawsLaw, each Party of SJW and CTWS shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective to the Representatives of such other party reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior from the date of this Agreement to the earlier of the Effective Time and or the termination of this Agreement pursuant to Article IX. Each Party VIII, to all their respective properties (including for purposes of conducting environmental site assessments; provided that no subsurface sampling or invasive testing shall be conducted as part of any such assessment), books, contracts, commitments, personnel and records and, during such period, each of SJW and CTWS shall, and shall cause each of its respective Subsidiaries to, furnish promptly to the Other Parties other party (i) to the extent not publicly available, a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that either party may withhold any document or information necessary (x) that is subject to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of a confidentiality agreement with a third party (provided that the Confidentiality Agreementwithholding party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) subject to any attorney-client privilege or protections, including attorney work-product protections and confidentiality protections (provided that the withholding party shall use its reasonable best 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 protections), or (z) if the sharing of such document or information would result in a violation of applicable Law. If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each Party of SJW and its Representatives shall hold CTWS shall, within five Business Days of request by the other party therefor, provide to such other party the information received from described in Rule 14a-7(a)(2)(ii) under the Other Parties Exchange Act and any information to which a holder of CTWS Common Stock would be entitled under Sections 33-946 and 33-704 of the CBCA. All information exchanged pursuant to this Section 7.4(a) in confidence in accordance with 6.02 shall be subject to the terms of confidentiality agreement dated August 10, 2016 between SJW and CTWS (the “Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract”).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable Laws, upon reasonable notice, each Party shall, Group shall (and shall cause each the members of its Subsidiaries to such Party Group to) afford to the Other Parties officers, employees, counsel, accountants and their respective Representatives other representatives and advisors of the requesting Party Group reasonable access access, during normal business hours (andfrom the Execution Date until the Closing Date, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, contracts and records 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 correspondence (in each case, whether in physical or electronic form), 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 officers, employees, accountants, counsel, financial advisors accountants and other Representatives throughout representatives and advisors in connection with the period prior to the earlier of the Effective Time and the termination of this Agreement access provided pursuant to Article IXthis Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Each Subject to applicable Laws, during such period, each Party Group shall (and shall cause the members of such Party Group to) furnish promptly to the Other Parties other Party Group (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign Laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Entity thereunder), as applicable (including “comment letters”) received by other than documents which such Party from the SEC concerning compliance with securities Laws Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its and its Subsidiaries’ the disclosing Party Group’s business, properties and personnel as the Other Parties requesting Party Group may reasonably request, including all information necessary relating to prepare environmental matters. Notwithstanding the Joint Proxy Statement and foregoing, a Party Group shall have no obligation to disclose or provide access to any information the Registration Statementdisclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in violation of a confidentiality obligation binding on such Party Group. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of June 18, 2014 between ACMP and WPZ (as it may be amended from time to time, the “Confidentiality Agreement”), each Party and its Representatives party shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.2 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws, each Party of Capital One and Discover, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of the other party, access, during normal business hours during the period prior to the earlier of Effective Time, to such properties, books, contracts, personnel and records as reasonably requested by the other party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party Capital One and Discover shall, and shall furnish promptly cause its respective Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”other than reports or documents that Capital One or Discover, as the case may be, is not permitted to disclose under applicable law) received by such Party from the SEC concerning compliance with securities Laws and (ii) all such other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably requestrequest (other than reports or documents that Capital One or Discover, including as the case may be, is not permitted to disclose under applicable law). Neither Capital One nor Discover nor any of their respective Subsidiaries shall be required to provide access to or disclose information necessary to prepare where such access or disclosure would violate or prejudice the Joint Proxy Statement and rights of Capital One’s or Discover’s, as the Registration Statement. Except for disclosures permitted by case may be, customers, jeopardize the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Each of Capital One and Discover shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 7.4(b6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated November 23, 2023 between Capital One Services, LLC and Discover (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall not require any Party affect or be deemed to permit any accessmodify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to disclose any information, if such access control or disclosure would unreasonably disrupt direct the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents, and other Representatives of the other Party reasonable access, during normal business hours throughout the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement, and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable Law) and (ii) all other information concerning its and its Subsidiaries’ business, properties properties, and personnel as the Other Parties other Party may reasonably request. Neither Party, including nor any of its Subsidiaries, shall be required to provide access to or to disclose information necessary to prepare where such access or disclosure would jeopardize the Joint Proxy Statement and attorney-client privilege of such Party or its Subsidiaries or contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty, or binding agreement entered into before the Registration Statementdate of this Agreement. Except for disclosures permitted by The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the terms restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and Representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and Representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger pursuant to permit any accessthe provisions of the Confidentiality Agreement and use such information solely to evaluate the Merger; provided that, or to disclose any information, if such access or the disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may information shall be in-house counsel) of such Party would reasonably be expected to result in permitted if (i) the receiving Party has determined in good faith that the use of such information is necessary or appropriate in making any violation of filing or obtaining any contract or Law to consent required for the Merger (in which such case the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such shall advise the other Party or any of its Subsidiaries before making the disclosure) or (ii) if such the receiving Party has determined in good faith that the furnishing or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading requirement concerning its publicly traded securities (in which case the receiving Party shall advise the other Party before making the disclosure). (c) No investigation by a Party or its agents or Representatives shall affect or be deemed to modify or waive the representations and warranties of the other Party set forth in this Agreement. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of the other party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaw, each Party of Continental and United shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective to the Representatives of such other party reasonable access during normal business hours (and, with respect the period prior to the books and records, the right to copy) Effective Time to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records and, during such period, each of Continental and correspondence (in United shall, and shall cause each caseof its respective Subsidiaries to, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication or federal or state Laws applicable to certificated air carriers (including “comment letters”other than such documents that such party is not permitted to disclose under applicable Law) received by such Party from the SEC concerning compliance with securities Laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that either party may withhold any document or information necessary (i) that is subject to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business (provided that the withholding party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (ii) the disclosure of which would violate any Law or fiduciary duty (provided that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (iii) that is subject to any attorney-client privilege (provided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of attorney-client privilege). Furthermore, the parties acknowledge that with respect to the “Highly Sensitive Information” (as defined in the Confidentiality Agreement), the Confidentiality Agreement imposes additional restrictions as to the manner in which such information will be exchanged by the parties. If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each Party of United and its Representatives shall hold Continental shall, within two Business Days of request by the other party therefor, provide to such other party the information received from described in Rule 14a-7(a)(2)(ii) under the Other Parties Exchange Act and any information to which a holder of United Common Stock or Continental Common Stock, as applicable, would be entitled under Section 220 of the Delaware Law (assuming such holder met the requirements of such section). All information exchanged pursuant to this Section 7.4(a6.2 shall be subject to the confidentiality agreement dated April 12, 2010 between Continental and United (the “Confidentiality Agreement”). The parties agree that the Confidentiality Agreement supersedes that certain confidentiality agreement dated April 15, 2008 between Continental and United (the “Prior Confidentiality Agreement”) and that any information constituting “Evaluation Material” under and as defined in confidence in accordance with the Prior Confidentiality Agreement shall, from and after the date of this Agreement, be deemed “Evaluation Material” under and as defined in, and subject to the terms of of, the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon Subject to Section 5.3(b) and applicable Law, the Acquirer Parties will provide and will cause the Crosstex Entities and each of their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to provide the Contributor Parties and their authorized Representatives, during normal business hours and upon reasonable notice advance notice, such reasonable access to the offices, employees, customers, suppliers, properties, books and subject records of the Crosstex Entities (so long as such access does not unreasonably interfere with the operations of the Crosstex Entities) as the Contributor Parties may reasonably request. Subject to applicable LawsLaw, the Contributor Parties will provide and will cause the Midstream Group Entities and their respective Representatives to provide the Acquirer Parties and their authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, properties, books and records of the Midstream Group Entities (so long as such access does not unreasonably interfere with the operations of the Midstream Group Entities or Contributor Parties) as the Acquirer Parties may reasonably request. No Party shall have access to personnel records of the other Party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other Party’s good faith opinion the disclosure of which could subject such other Party or any of its Subsidiaries to risk of liability. No Party shall be permitted to conduct any sampling or analysis of any environmental media (including any soils, sediments, groundwater, surface water or atmosphere) or building materials at any facility of the other Party or its Subsidiaries without the prior written consent of the other party, which may be granted or withheld in such other Party’s sole discretion. (b) With respect to any information disclosed pursuant to this Section 5.3, each Party shallof Devon and Crosstex MLP shall comply with, and shall cause each of its Subsidiaries Representatives to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (andcomply with, with respect to the books and records, the right to copy) to all of its obligations under the confidentiality agreement, dated July 19, 2013, previously executed by Devon, Crosstex and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence Crosstex MLP (in each case, whether in physical or electronic formthe “Confidentiality Agreement”), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each No Party shall furnish promptly be required to the Other Parties (i) a copy of each report, schedule and other document filed provide access to or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if information where such access or disclosure would unreasonably disrupt the operations jeopardize any attorney-client privilege of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any Subsidiary of its Subsidiaries or (ii) if such Party or contravene any of its Subsidiaries, on Contract or Law (it being agreed that the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking use their respective reasonable best efforts to find a way to allow disclosure of cause such information to the extent doing so (1) be provided in a manner that would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract jeopardy or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contractcontravention).

Access to Information; Confidentiality. (a) Upon reasonable advance notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout Representatives; provided that such access shall be provided on a basis that minimizes the period prior disruption to the earlier operations of the Effective Time requested party and the termination of this Agreement pursuant its Representatives. Subject to Article IX. Each Party applicable Laws, during such period, Parent shall furnish promptly to the Other Parties Partnership (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign Laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Authority thereunder), as applicable (including “comment letters”other than documents which such party is not permitted to disclose under applicable Laws) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ Parent’s business, properties and personnel as the Other Parties Partnership may reasonably request, including all information necessary relating to prepare environmental matters. Notwithstanding the Joint Proxy Statement and foregoing, no party shall have an obligation to disclose or provide access to any information the Registration Statementdisclosure of which the other party has concluded may jeopardize any privilege available to such party or any of its Affiliates relating to such information or would be in violation of a confidentiality obligation binding on such party or any of its Affiliates. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of January 19, 2017 between Parent and the Partnership GP (as it may be amended from time to time, the “Confidentiality Agreement”), the each Party and its Representatives party shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 6.6 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of August 28, 2013, between Parent and MLP (as it may be amended from time to time, the “Parent Confidentiality Agreement”), each Party party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the Parent Confidentiality Agreement. (b) This Section 7.4(b) 5.6 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and Each party shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its other party and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives representatives (the "Representatives") full access during normal business hours and upon reasonable notice throughout the period prior to the earlier Closing Date to all of the Effective Time its (and the termination of this Agreement pursuant to Article IX. Each Party its Subsidiaries') properties, books, contracts, insurance policies, studies and reports, environmental studies and reports, commitments and records (including without limitation Tax Returns) and, during such period, shall furnish promptly to the Other Parties upon written request (i) a copy of each report, schedule and other document filed or submitted received by it any party pursuant to the requirements of any Applicable Law or filed by it with any Authority in connection with the Merger or any other report, schedule or documents which may have a material effect on the businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations of their respective businesses, and (ii) such other information concerning any of the foregoing as ATC or Target shall reasonably request. All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, or developed based upon disclosures pursuant to this Agreement or otherwise will be kept confidential and shall not, without the prior written consent of the party disclosing such Confidential Information, be disclosed by the other party in any manner whatsoever, in whole or in part, and, except as required by Applicable Law (including without limitation in connection with any registration, proxy or information statement or similar document filed pursuant to any federal or state securities Laws Law in connection with the Merger) shall not be used for any purposes, other than in connection with the Merger. Except as otherwise herein provided, each party agrees to reveal such Confidential Information only to those of its Representatives or other Persons whom it believes need to know such Confidential Information for the purpose of evaluating and consummating the Merger. For purposes of this Agreement, "Confidential Information" shall mean any and all information related to the business or businesses of ATC, ATI and their respective Affiliates or Target and its Affiliates, including any of their respective successors and assigns, other than information that (i) has been or is obtained from a copy source independent of the disclosing party that, to the receiving party's knowledge, is not subject to any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and confidentiality restriction, (ii) all is or becomes generally available to the public other information concerning its and its Subsidiaries’ business, properties and personnel than as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted a result of unauthorized disclosure by the terms receiving party, or (iii) is independently developed by the receiving party without reliance in any way on information provided by the disclosing party or a third party independent of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a disclosing party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counselreceiving party's knowledge, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the is subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)confidentiality restriction.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsFrom the date hereof until the Effective Time, each Party shall, party hereto and its respective Subsidiaries shall cause each of its Subsidiaries to afford to the Other Parties other and their respective Representatives reasonable access during normal business hours (andsuch other party’s directors, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form)trustees, officers, employees, accountantscounsel, counselfinancial advisors, lenders, agents and other representatives of the other party (collectively, the “Representatives”) reasonable access upon reasonable advance notice and during normal business hours without undue interruption (and will request the same from the other party’s auditors, attorneys, financial advisors and other Representatives throughout lenders) to (a) the period prior to the earlier properties, offices, books, records and contracts of the Effective Time other party and the termination other party’s Subsidiaries and (b) the officers and employees of this Agreement pursuant to Article IXthe other party and the other party’s Subsidiaries. Each Party party shall furnish reasonably promptly to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel business as the Other Parties other party may reasonably request. Notwithstanding the foregoing, including no party shall be required by this Section 6.7 to provide any of the Company, Parent or their respective Representatives, as the case may be, with (x) access to physical properties for the purpose of invasive physical testing or (y) any information necessary such party reasonably believes it may not provide to prepare any other party by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which such party is required to keep confidential by reason of contract or agreement with third parties. Such other party shall, in the Joint Proxy Statement exercise of the rights described in this Section 6.7, not unduly interfere with the operation of the businesses of the party providing the access and information. No investigation conducted under this Section 6.7 will affect or be deemed to modify any representation or warranty made in this Agreement. Prior to the Registration Statement. Except for disclosures permitted by Effective Time, each party shall cause each of its Representatives to hold in confidence all such information on the terms of and subject to the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) conditions contained in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice notice, and subject to except as may otherwise be prohibited by applicable LawsLaw, each Party of Republic and Allied shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties other, and their respective Representatives to the other’s Representatives, reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to the earlier of the Effective Time to all their respective properties, books, Contracts, commitments, personnel and the termination records as Allied or Republic from time to time may reasonably request and, during such period, each of this Agreement pursuant to Article IX. Each Party Allied and Republic shall, and shall cause each of their respective Subsidiaries to, furnish promptly to the Other Parties other (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other may reasonably request. Notwithstanding the foregoing, (i) either party may restrict the foregoing access to the extent that any applicable Law (including Laws relating to the exchange of information necessary and all applicable Antitrust Laws) requires such party or its Subsidiaries to prepare restrict or prohibit such access and (ii) nothing herein shall require any party to disclose information to the Joint Proxy Statement extent such information would result in disclosure of trade secrets or a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of such party (provided that such party shall use commercially reasonable efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). The parties acknowledge and the Registration Statementagree that nothing in this Section 7.03 shall require either Allied or Republic to take or allow any action that would unreasonably interfere with Allied’s, Republic’s or any of their respective Subsidiaries’ business or operations. Except for disclosures permitted by the terms of All information exchanged pursuant to this Section 7.03 shall be subject to the Confidentiality Agreement, each Party and its Representatives the Confidentiality Agreement shall hold information received from the Other Parties pursuant to this Section 7.4(a) remain in confidence full force and effect in accordance with the terms of the Confidentiality Agreementits terms. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon Subject to applicable Law and Section 5.7(b), upon reasonable notice during the Pre-Closing Period, the Company, New Seadrill, NSNCo, their Subsidiaries and subject to applicable Laws, each Party shall, and the other Debtors shall cause each of its Subsidiaries to afford to the Other Commitment Parties and their respective Representatives upon request reasonable access access, during normal business hours (andand without unreasonable disruption or interference with the Company, with respect New Seadrill, NSNCo, their Subsidiaries and the other Debtors business or operations, to the books and recordstheir employees, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts and records and, records and correspondence (in each caseduring the Pre-Closing Period, whether in physical or electronic form)the Company, officersNew Seadrill, employeesNSNCo, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time their Subsidiaries and the termination of this Agreement pursuant to Article IX. Each Party other Debtors shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) parties all other reasonable information concerning its the Company, New Seadrill, NSNCo, their Subsidiaries and its Subsidiariesthe other Debtors’ business, properties and personnel as the Other Parties may reasonably requestbe requested by any such party, including information necessary to prepare provided that the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) foregoing shall not require any Party the Company, New Seadrill, NSNCo, their Subsidiaries and the other Debtors (i) to permit any accessinspection, or to disclose any information, that in the reasonable judgment of the Company, would cause any of the Company, New Seadrill, NSNCo, their Subsidiaries and the other Debtors to violate any of their respective obligations with respect to confidentiality to a third party if such access or disclosure would unreasonably disrupt the operations Company used its commercially reasonable efforts to obtain, but failed to obtain, the consent of such Party third party to such inspection or disclosure, (ii) to disclose any legally privileged information of any of the Company, New Seadrill, NSNCo, their Subsidiaries and its Subsidiaries or, the other Debtors or (iii) to violate any applicable Laws or Orders. All requests for information and access made in accordance with this Section 5.7 shall be directed to an executive officer of the reasonable, good faith judgment (after consultation with counsel, which Company or such Person as may be indesignated by the Company’s executive officers. (b) From and after the date hereof until the date that is one (1) year after the expiration of the Pre-house counsel) of such Closing Period, each Commitment Party would reasonably be expected to result in shall, and shall cause its Representatives to, (i) keep confidential and not provide or disclose to any violation of Person any contract documents or Law to which information received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 5.1 and Section 5.7(a) or in connection with a request for approval pursuant to Section 5.1 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Definitive Documents or transactions contemplated hereby or thereby and who agrees to observe the terms of this Section 5.7(b) (and such Commitment Party will remain liable for any breach of such terms by any such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the other Definitive Documents, the transactions contemplated hereby or thereby or in connection with their stake in the Company, New Seadrill, NSNCo, their Subsidiaries and the other Debtors. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the public through no violation of this Section 5.7(b), (B) becomes available to a party Commitment Party or would cause its Representatives on a loss non-confidential basis from a source other than any of privilege the Debtors or any of their respective Representatives, (C) becomes available to a Commitment Party or its Representatives through document production or discovery in connection with the Chapter 11 Cases and/or Ancillary Proceedings or other judicial or administrative process, but subject to any confidentiality restrictions imposed by the Chapter 11 Cases and/or Ancillary Proceedings or other such process, or (D) such Commitment Party or any Representative thereof is required to disclose by any court or governmental, banking, taxation or other regulatory authority or similar body, or by the rules of its Subsidiaries any relevant stock exchange or (ii) if pursuant to a request by any such body with which a person in a position similar to that of a Commitment Party would be reasonably expected to comply, or pursuant to any applicable law or regulation; provided that such Commitment Party or any such Representative shall provide the Company with prompt written notice of its Subsidiaries, on such compulsion and cooperate with the one hand, and any Other Party Company to obtain a protective Order or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, similar remedy to cause such information being reasonably pertinent or documents not to be disclosed, including interposing all available objections thereto; provided that, in at the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such informationCompany’s sole cost and expense; provided, further, that that, in the Party being requested to disclose the information shall (x) notify the Other Parties event that such disclosures are reasonably likely to violate its protective Order or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to other similar remedy is not obtained, the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter disclosing party shall furnish only that portion of such information or documents that is legally required to be disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or documents. The provisions of this Section 5.7(b) shall not apply to any Commitment Party that, as of the date hereof, is party to a confidentiality or non-disclosure agreement with the Debtors, for so long as such agreement remains in full force and effect and which shall continue to govern the confidentiality obligations in respect of the parties thereto. (c) Notwithstanding the foregoing and anything to the extent it contrary in this Agreement, after the Closing Date (i) the Company (on behalf of itself, New Seadrill, NSNCo, their Subsidiaries and the other Debtors) agrees that all the information provided by or on behalf of each of the Company, New Seadrill, NSNCo, their Subsidiaries, the other Debtors and their affiliates to the Commitment Parties regarding the Company, New Seadrill, NSNCo, their Subsidiaries and the other Debtors and their affiliates and the Restructuring Transactions contemplated by this Agreement may be disseminated by or on behalf of the Commitment Parties to prospective purchasers of the New Secured Notes and other persons, who have agreed to be bound by customary confidentiality and standstill agreements and (ii) the Company (on behalf of itself, New Seadrill, NSNCo, their Subsidiaries and the other Debtors) agrees that the Commitment Parties may disclose information relating to the New Secured Notes to industry publications or for its marketing materials, with such information to consist of deal terms and other information customarily found in such publications or marketing materials and that the Commitment Parties may otherwise use the corporate name and logo of the Company or its affiliates in “tombstones” or other advertisements, marketing materials or public statements. (d) Prior to the Closing, the Company shall provide the Commitment Parties: (i) the pro forma capital and ownership structure and the shareholder arrangements of the Company Parties after giving effect to the Restructuring Transactions, including, without limitation, their charter and by-laws and each agreement or instrument relating thereto; (ii) the issuer, amount, ranking, tenor and other terms and conditions of, as well as the holders of, (A) all equity and other debt financings comprising part of the Restructuring Transactions, including the issuance of the Equity Securities and (B) all material intercompany indebtedness and all material indebtedness and other material liabilities of the Company Parties to third parties that are to remain outstanding following the Closing Date; (iii) evidence of lien searches on the NSN Collateral reasonably requested by the Required Commitment Parties and conducted no more than 15 days before the Closing; provided, that for the avoidance of doubt, the lien searches need not say the NSN Collateral is able to do so in accordance free from Liens and the NSN Collateral shall be consistent with the first proviso in this Section 7.4(b)) and (z) terms set forth in the New Secured Notes Term Sheet; (iv) a list of the amount, types and terms and conditions of all material insurance maintained by the Company Parties, and endorsements naming the Collateral Agent, on behalf of the holders of the New Secured Notes, as an additional insured or loss payee, as the case where such disclosures are reasonably likely may be, under all material insurance policies to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract be maintained with respect to the disclosures prohibited thereby properties of the Company Parties forming part of the NSN Collateral; (v) copies of the interim unaudited balance sheet, income statement and statement of cash flow for the Company and its consolidated Subsidiaries for each month ending between the date hereof and the Closing; provided that no such financial statements will be due for the month during which Closing occurs or the preceding month to the extent not otherwise expressly prohibited by Closing occurs within 30 Business Days of the terms beginning of the month; (vi) information sufficient for the Commitment Parties to perform customary “know your customer,” anti-corruption, anti-money laundering, anti-trust and tax inquiries. (e) At the Closing, the Company shall provide the projected quarterly balance sheets, income statements and statements of cash flows of the Company for the period through the end of remainder of the fiscal year in which Closing occurs and annually thereafter for the period through the maturity of the New Secured Notes, in each case as to the projections, with the results and assumptions set forth in all of such contract)projections in form and substance reasonably satisfactory to the Commitment Parties, and an opening pro forma balance sheet for the Company Parties.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to From the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each its terms, subject to compliance with applicable Laws, each of VAALCO or AcquireCo, as applicable, and TransGlobe shall, and shall cause its Representatives to, afford to the other and its Representatives such access as the other Party may reasonably require at all reasonable times, to its officers, employees, agents, properties, books, records and contracts, and shall furnish promptly the other Party with all data and information as it may reasonably request; provided that the Party furnishing data or information (the “Furnishing Party”) shall not be required to (or to cause any of the Furnishing Party’s Subsidiaries to) afford such access or furnish such information to the Other Parties extent that the Furnishing Party believes, in its reasonable good faith judgment, that doing so would (i) a copy result in the loss of each reportattorney-client, schedule and work product or other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and privilege, (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as result in the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms disclosure of any trade secrets of third parties or violate any obligations of the Confidentiality Agreement, each Furnishing Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms or any of the Confidentiality AgreementFurnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (iii) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing. (b) This VAALCO, AcquireCo and TransGlobe acknowledge and agree that information furnished pursuant to this Section 7.4(b) 5.10 shall not require any Party be subject to permit any access, or to disclose any information, if the terms and conditions of the Confidentiality Agreement. Any such access or disclosure would unreasonably disrupt the operations of such investigation by a Party and its Subsidiaries orrepresentatives shall not mitigate, diminish or affect the representations and warranties of the other Party contained in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party this Agreement or any of its Subsidiaries document or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements certificate given pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice To the extent permitted by applicable Law and contracts, and subject to applicable Lawsthe reasonable restrictions imposed from time to time upon advice of counsel, each Party of Xxxx and Spirit shall, and shall cause each of its the Xxxx Subsidiaries and Xxxx’x Affiliates, and the Spirit Subsidiaries, respectively, as the case may be, to afford to the Other Parties other Party and their respective to the Representatives of such other Party reasonable access during normal business hours (and, with respect to the books and records, the right to copy) upon reasonable advance notice to all of its and its Subsidiaries’ their respective properties, commitmentsoffices, books, contracts, commitments, personnel and records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier extent related to the Xxxx Parties and the Spirit Parties, respectively, as the case may be) and, during such period, each of Xxxx and Spirit shall, and shall cause each of the Effective Time Xxxx Subsidiaries and the termination of this Agreement pursuant to Article IX. Each Party shall Spirit Subsidiaries, respectively, to, furnish reasonably promptly to the Other Parties other Party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other Party may reasonably request. Notwithstanding the foregoing, neither Xxxx nor Spirit shall be required by this Section 7.2 to provide the other Party or the Representatives of such other Party with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if Xxxx or Spirit, as applicable, has used reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of Xxxx and Spirit will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of the Xxxx Parties and each of the Spirit Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which Xxxx or any Xxxx Subsidiary or Spirit or any Spirit Subsidiary, as the case may be has a business relationship (including tenants/subtenants) regarding the business of Xxxx and the Xxxx Subsidiaries or the business of Spirit or any Spirit Subsidiary, as the case may be, or this Agreement and the transactions contemplated hereby without the prior written consent of Xxxx or Spirit, as the case may be. (b) Each of Xxxx and Spirit will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information necessary exchanged pursuant to prepare this Section 7.2, in confidence to the Joint Proxy Statement extent required by and the Registration Statement. Except for disclosures permitted by in accordance with, and will otherwise comply with, the terms of the Confidentiality AgreementAgreements, each Party which shall remain in full force and its Representatives shall hold information received from the Other Parties effect pursuant to this Section 7.4(a) in confidence in accordance with the terms thereof the notwithstanding the execution and delivery of this Agreement or the Confidentiality Agreementtermination thereof. (bc) This Section 7.4(b) shall not require Each of Xxxx and Spirit agree to give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any Party event or circumstance relating to permit it or any accessof the Xxxx Subsidiaries or the Spirit Subsidiaries, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counselrespectively, which may be in-house counsel) of such Party would could reasonably be expected to result in (i) any violation of any contract have, individually or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i)aggregate, the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counselXxxx Material Adverse Effect or a Spirit Material Adverse Effect, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in as the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)may be.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to the Confidentiality Agreement and subject to applicable LawsApplicable Law, each Party and solely for the purposes of furthering the Merger, upon reasonable notice, Telaria shall, and shall cause each of its Subsidiaries to to, and Rubicon Project shall, and shall cause the Subsidiaries of Rubicon Project to, afford to the Other Parties other party and their respective to the officers, employees and Representatives of such other party, reasonable access access, upon reasonable notice during normal business hours (and, with respect during the period from the date of this Agreement to the books and recordsEffective Time, the right to copy) to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records and correspondence (in each case, whether in physical provided that such access shall not unreasonably interfere with the business or electronic formoperations of such party), officersand during such period, employeesTelaria shall, accountantsand shall cause its Subsidiaries to, counseland Rubicon Project shall, financial advisors and other Representatives throughout shall cause the period prior to the earlier Subsidiaries of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall Rubicon Project to, furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) party all other information concerning its and its Subsidiaries’ their business, properties and personnel as the Other Parties such other party may reasonably request, including ; provided that the foregoing shall not require Telaria or Rubicon Project to disclose any information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a6.2 to the extent that in the reasonable good faith judgment of such party, (i) any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such information or (ii) disclosure of any such information or document would result in confidence the loss of attorney-client privilege, attorney work product or other relevant legal privilege; provided, further, that, with respect to the foregoing clauses (i) and (ii), Telaria or Rubicon Project, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any third party necessary to provide such disclosure, (B) communicate, to the extent feasible, the applicable information in accordance with a way that would not violate Applicable Law or jeopardize such privilege, or otherwise develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the other party and (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. No review pursuant to this Section 6.2 shall affect any representation or warranty given by the other party hereto. Any information provided or made available pursuant to this Section 6.2 shall be governed by the terms and conditions of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party MLP shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties Parent and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party shall furnish promptly to the Other Parties (i) each other Party a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality AgreementLaws. (b) This Section 7.4(b) 5.6 shall not require any either Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good good-faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such Party’s good-faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Party’s position in any pending or, what such Party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other each other Party or any of its their Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1A) would not (in the good good-faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2B) could reasonably (in the good good-faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other each other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x1) notify the Other Parties each other Party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y2) communicate to the Other Parties each other Party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) ), and (z3) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the Parties.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party of Target and Buyer shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents and other Representatives throughout representatives of the other Party, reasonable access, during normal business hours during the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably requestrequest (in the case of a request by Target, including information necessary concerning Buyer that is reasonably related to prepare the Joint Proxy Statement and prospective value of Buyer Common Stock or to Buyer’s ability to consummate the Registration Statementtransactions contemplated hereby). Except for disclosures permitted by Neither Target nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the terms attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger and use such information solely to permit any accessevaluate the Merger, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in unless (i) any violation of any contract or Law such information is already known to which such the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or agents and representatives, (ii) if such information is subsequently disclosed to the receiving Party or any its agents and representatives by a third party that, to the knowledge of its Subsidiariesthe receiving Party, on the one handis not bound by a duty of confidentiality, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, (iii) such information being reasonably pertinent thereto; provided thatbecomes publicly available through no fault of the receiving Party, (iv) the receiving Party in good faith believes that the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to is necessary or appropriate in making any filing or obtaining any consent required for the extent doing so (1) would not Merger (in which case the receiving Party shall advise the other party before making the disclosure) or (v) the receiving Party in good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, believes that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its furnishing or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving Party shall advise the other Party before making the disclosure). (c) All information and materials provided by Target pursuant to or in connection with this Agreement or the transactions contemplated hereby shall be subject to the extent it is able provisions of the Confidentiality Agreement entered into between Target, as disclosing party, and Buyer dated August 24, 2015 (the “Confidentiality Agreement”). All information and materials provided by Buyer pursuant to do so or in accordance connection with this Agreement or the first proviso transactions contemplated hereby shall be subject to the provisions of the Confidentiality Agreement entered into between Buyer, as disclosing party, and Target dated September 9, 2015 (the “Buyer Confidentiality Agreement”). (d) No investigation by a Party or its representatives shall affect the representations and warranties of the other Party set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to the Confidentiality Agreement and subject to applicable LawsApplicable Law, upon reasonable notice, each Party of Janus and Xxxxxxxxx shall, and shall cause each of its Subsidiaries to respective subsidiaries to, afford to the Other Parties other party and their respective to the officers, employees and Representatives of such other party, reasonable access access, during normal business hours (and, with respect during the period from the date of this Agreement to the books and recordsEffective Time, the right to copy) to all of its and its Subsidiaries’ their respective properties, books, Contracts, commitments, books, contracts, personnel and records and correspondence (in each case, whether in physical provided that such access shall not unreasonably interfere with the business or electronic formoperations of such party), officersand during such period, employeeseach of Janus and Xxxxxxxxx shall, accountantsand shall cause each of its respective subsidiaries to, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) party all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably requestrequest (including in respect of developments in relation to key employees and material financial developments); provided, including however, that the foregoing shall not require Janus and Xxxxxxxxx to disclose any information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a6.5 to the extent that (i) in confidence 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 6.5, Janus or Xxxxxxxxx, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of any third party necessary to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Janus or Xxxxxxxxx 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 parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. No review pursuant to this Section 6.5 shall affect any representation or warranty given by the other party hereto. Each of Janus and Xxxxxxxxx shall hold, and shall cause its respective Affiliates, officers, employees and Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to contractual and subject legal restrictions applicable to applicable Lawsthe Company or Parent or any of their respective Subsidiaries, each Party of the Company and Parent shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective to the Representatives of such other party, reasonable access during normal business hours (and, with respect during the period prior to the books and records, Effective Time or the right to copy) termination of this Agreement to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records (including the work papers of independent accountants, if available and correspondence (in each case, whether in physical or electronic formsubject to the consent of such independent accountants), officersand, employeesduring such period, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier each of the Effective Time Company and the termination Parent shall, and shall cause each of this Agreement pursuant to Article IX. Each Party shall its respective Subsidiaries to, furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including information necessary to prepare however, that such access does not unreasonably disrupt the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms normal operations of the Confidentiality AgreementAcquired Companies or the Parent Companies, each Party and its Representatives shall hold information received from the Other Parties as applicable. No investigation pursuant to this Section 7.4(a) 5.6 shall affect any representation or warranty in confidence in accordance with this Agreement of any party hereto or any condition to the terms obligations of the Confidentiality Agreement. (b) parties hereto. This Section 7.4(b) 5.6 shall not require any Party Acquired Company or Parent Company to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt that in the operations reasonable judgment of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any contract or Law of its obligations with respect to which confidentiality if such Party or its Subsidiaries is a party or would cause a loss shall have used commercially reasonable efforts to obtain the consent of privilege such third party to such Party inspection or any of its Subsidiaries or disclosure, (ii) if such Party or any the loss of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, attorney-client privilege with respect to such information being reasonably pertinent thereto; provided that, or (iii) in the case of clause documents or portions of documents relating to pricing or other matters that are highly sensitive, a violation of applicable Law (iincluding any Regulatory Law), the Parties shall cooperate in seeking to find a way to allow disclosure of . If any material is withheld by such information party pursuant to the extent doing so (1) would not (in preceding sentence, such party shall inform the good faith belief other party as to the general nature of the Party what is being requested to disclose the withheld. All information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements exchanged pursuant to which non-employee Representatives of the Other Party this Section 5.6 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate subject to the Other Parties in reasonable detail Mutual Confidentiality and Non-Disclosure Agreement, dated August 3, 2016, between the facts giving rise to such notification Company and Parent (the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Upon From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable notice and subject to applicable Lawsprior written notice, each Party of Parent and the Company shall, and shall use its reasonable best efforts to cause each of its Subsidiaries to and its Representatives to, afford to the Other Parties and their respective Representatives other party reasonable access during normal business hours (andhours, consistent with respect applicable Law, to the its officers, key management employees, properties, offices, other facilities and books and records, and shall promptly furnish the right other party with all financial, operating and other data and information as such party shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit either party or its officers, employees or representatives to copy) conduct any environmental testing or sampling or other invasive testing). Each of Parent and the Company shall furnish to all of its the other party and its Representatives such available financial and operating data, including any unaudited financial statements, as the other party may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of any party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of Parent or the Company or any of their respective Subsidiaries’ properties, commitmentsas the case may be, booksof their normal duties. Neither Parent, contracts, records and correspondence (in each case, whether in physical the Company nor any of their respective Subsidiaries shall be required to provide access to or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties disclose information where such access or disclosure would (i) a copy of each reportbreach any agreement with any third party, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all constitute a waiver of or jeopardize the attorney-client or other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably requestprivilege held by such party or (iii) otherwise violate any applicable Law, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality AgreementGaming Laws. (b) This Section 7.4(b) shall not require any Party Each of Parent and the Company and each of their Subsidiaries will hold and treat, and will cause their respective Representatives to permit any accesshold and treat, or in confidence all documents and information concerning the other party furnished to disclose any informationit, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, and/or its Representatives in connection with the reasonable, good faith judgment transactions contemplated by this Agreement (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) including any violation of any contract and all information or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so documents furnished in accordance with the first proviso confidentiality letter agreement, dated July 7, 2016, between Parent and the Company (the “Confidentiality Agreement”)), which Confidentiality Agreement shall remain in this Section 7.4(b)) full force and (z) effect in the case where such disclosures are reasonably likely to violate accordance with its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)terms.

Access to Information; Confidentiality. (a) Upon reasonable notice Each of the Company and subject to applicable Laws, each Party Parent shall, and shall cause each of its Subsidiaries to respective subsidiaries to, afford to the Other Parties other party and their respective Representatives reasonable access during normal business hours (and, with respect to the books and recordsofficers, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officersdirectors, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of such other party, reasonable access during normal business hours during the period prior to the earlier Effective Time of the Effective Time Merger to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the termination Company and Parent shall, and shall cause each of this Agreement pursuant to Article IX. Each Party shall its respective subsidiaries to, furnish promptly to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal United States Federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request. Such information shall be held in confidence to the extent required by, including information necessary to prepare and in accordance with, the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms provisions of the letter dated as of April 3, 2003, between the Company and Parent (the "Confidentiality Agreement"). Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, each Party and its Representatives shall hold information received from the Other Parties pursuant any party to this Section 7.4(aAgreement (and any employee, representative or other agent of such party) in confidence in accordance with may disclose to any and all persons, without limitation of any kind, the terms tax treatment and tax structure of the Confidentiality Agreement. transactions contemplated by this Agreement and all materials of any kind (bincluding opinions or other tax analyses) This Section 7.4(b) shall not require any Party that are provided to permit any accessit relating to such tax treatment and tax structure, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in except that (i) any violation tax treatment and tax structure shall not include the identity of any contract existing or Law to which such Party or its Subsidiaries is a future party or would cause a loss of privilege to such Party (or any affiliate of its Subsidiaries or such party) to this Agreement and (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties this provision shall cooperate in seeking to find a way to allow not permit disclosure of such information to the extent doing so that nondisclosure is necessary in order to comply with applicable securities laws. Nothing in this Agreement or the Confidentiality Agreement shall in any way limit any party's ability to consult any tax advisor (1including a tax advisor independent from all other entities involved in such transactions) would not (in regarding the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract tax treatment or Law or cause a loss tax structure of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)transactions.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsnotice, each Party shall, of Cardinal and Sarg shall (and shall cause each of its their respective Subsidiaries to and Representatives to) afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (andhours, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to the earlier Effective Time, to all its properties, books, Contracts and records and its officers, employees and Representatives and, during such period, each of the Effective Time Cardinal and the termination of this Agreement pursuant to Article IX. Each Party Sarg shall (and shall cause its Subsidiaries and Representatives to) furnish promptly to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted received by it during such period pursuant to the requirements of federal or state applicable securities Laws and a copy of any communication (including “comment letters”other than reports or documents which such party is not permitted to disclose under applicable Law) received by such Party from the SEC concerning compliance with securities Laws and (ii) consistent with its obligations under applicable Law, all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request; provided, however, none of Cardinal or Sarg or any of their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access would, in the reasonable judgment of such party, (x) breach any agreement with any third party, (y) constitute a waiver of the attorney-client or other privilege held by such party or (z) otherwise violate any applicable Law. In the event any of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, the parties shall advise the other party of the subject matter of any such information that cannot be disclosed and shall use their reasonable best efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws. Any such information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties provided pursuant to this Section 7.4(a) 5.5 shall be held in confidence to the extent required by, and in accordance with with, the terms provisions of the that certain Confidentiality Agreement, dated September 1, 2017 (the “Confidentiality Agreement”), between Cardinal and Sarg, which Confidentiality Agreement shall remain in full force and effect. (b) This Section 7.4(b) No investigation by any of the parties or their respective Representatives shall not require any Party to permit any accessaffect the representations, warranties, covenants or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation agreements of any contract or Law to which such Party or its Subsidiaries is a other party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable notice During the period from the date of this Agreement to the Effective Time, the Company and subject to applicable Laws, each Party Parent shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties officers, employees, accountants, counsel and their respective Representatives reasonable access other representatives of the other, during normal business hours (andhours, with respect to the books and records, the right to copy) access to all of its and its Subsidiaries’ such parties properties, books, records, leases, contracts, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form)customers, officers, employees, accountants, counsel, financial advisors counsel and other Representatives throughout the period prior representatives, subject to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this confidentiality provisions set forth in Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement5.1(b). (b) This Section 7.4(b) Each party hereto shall cause, and shall cause its representatives not require any Party to permit any access, or to disclose or use any information, if such access or disclosure would unreasonably disrupt confidential information concerning the operations of such Party other party and its Subsidiaries orfurnished by the other party to such party in connection with the transactions contemplated by this Agreement without the prior written consent of the other party, in except to the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of extent that such Party would reasonably be expected to result in information (i) any violation at the time of any contract its disclosure to the receiving party by or Law on behalf of the disclosing party is already known or available to which such Party the receiving party or its Subsidiaries, (ii) is or becomes known or available to the public other than as a result of an unauthorized disclosure by the receiving party or its representatives or (iii) is required to be disclosed by the receiving party or its Subsidiaries is a by Law or other legal process. In the event that any party or would cause a loss of privilege to such Party or any of its Subsidiaries representatives is requested or (ii) if such Party or required to disclose any of its Subsidiariesthe confidential information referred to above, on the one hand, and any Other Party or any of its Subsidiaries, on such party will provide the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation party with counsel, which may be in-house counsel)) reasonably be likely to result in the violation prompt notice of any such contract request or Law requirement so that the other party may seek a protective order or cause waive such party's compliance with this Section 5.1(b). If, failing the entry of a loss protective order or the receipt of a waiver hereunder, such party is compelled to disclose such confidential information, such party may, subject to prior notification thereof, disclose that portion of such privilege confidential information that such party is compelled to disclose. In any event, any party hereto will not oppose action by, and such party will cooperate with, the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such confidential information. (2c) The Company acknowledges that Parent Common Stock is publicly traded and that any information obtained during the course of its due diligence could reasonably (in the good faith belief of the Party being requested be considered to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which material non-employee Representatives public information within the meaning of the Other Party federal and state securities Laws. The Company agrees not to, and shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate use its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the cause its representatives not to, engage in any transactions in Parent Common Stock in violation of applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)ixxxxxx xxxxxxx Laws.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party shallparty will, and shall will cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, and, to the extent within such party’s control, its accountants, counsel, financial advisors and other Representatives throughout Representatives; provided , however , that such access does not unreasonably disrupt the period prior to the earlier normal operations of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statementparty. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of April 1, 2015, between Parent and the Partnership (as it may be amended from time to time, the “ Confidentiality Agreement ”), each Party party and its Representatives shall will hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall 5.6 will not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract Contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall parties hereto will cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract Contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party shall other party will be provided access to such information; providedprovided , furtherfurther , that the Party party being requested to disclose the information shall will (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract Contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)5.6(b) ) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contractContract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party The Company shall, and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (andto, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule provide to Parent and other document filed or submitted by it pursuant its Representatives access at reasonable times upon prior notice to the requirements officers, senior employees, properties, books and records of federal or state securities Laws the Company and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws its Subsidiaries and (ii) all other furnish promptly such information concerning its the Company and its Subsidiaries’ business, properties and personnel Subsidiaries as the Other Parties Parent may reasonably request. Notwithstanding anything to the contrary in this Agreement (including the immediately preceding sentence), including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) Company shall not require any Party be required to permit any access, or to disclose any information, if provide such access or disclosure would information if it reasonably determines that (x) such access may unreasonably disrupt or impair the business or operations of the Company or any of its Subsidiaries, (y) such Party and information relates to any competitively sensitive written formula, recipe or code book specification for any products manufactured, packaged, labeled, marketed, sold and/or distributed by the Company or its Subsidiaries or, in the reasonable, good faith judgment or (after consultation with counsel, which may be in-house counselz) of such Party access would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege or would violate any applicable Law; provided that the Company shall use commercially reasonable efforts to develop an alternative to providing such information that would not result in such disruption, impairment, waiver or violation of Law, as the case may be. (b) The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (i) any violation notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) any contract notice or Law to which such Party other communication from any Governmental Authority in connection with the Transactions, (iii) any Legal Actions commenced, or its Subsidiaries is a party or would cause a loss of privilege to such Party party’s knowledge, threatened, against the Company or any of its Subsidiaries or (ii) if such Party Parent or any of its Subsidiaries, on as applicable, that are related to the one handTransactions, and (iv) the material failure of any Other Party party to comply with or satisfy any of its Subsidiaries, on the other hand, are adverse parties covenant or agreement in a litigation, such information being reasonably pertinent thereto; provided thatthis Agreement, in each case such that the conditions set forth in Article VI or Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 7.3(b) or Section 7.4(b), as the case of clause (i)may be. In addition, the Parties Company shall cooperate in seeking notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of any change or event having, or which is reasonably likely to find have, a way to allow disclosure of such information to the extent doing so (1) Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or which would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation failure of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested conditions set forth in Article VI or Exhibit A to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information satisfied. In no event shall (x) notify the Other Parties that such disclosures are reasonably likely delivery of any notice by a party pursuant to violate its this Section 5.3(b) limit or its Subsidiaries’ otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under any such contract this Agreement, or Law or cause a loss of such privilege and (y) communicate any such disclosure be deemed to amend or supplement the Other Parties in reasonable detail the facts giving rise Company Disclosure Letter or constitute an exception to such notification any representation or warranty. (c) Parent and the subject matter Company shall comply with, and shall cause their respective Representatives to comply with, all of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ their respective obligations under any contractthe Confidentiality Agreement, use reasonable commercial efforts to seek consent from dated August 20, 2015 (the applicable third party to any such contract “Confidentiality Agreement”), between Parent and the Company with respect to the disclosures prohibited thereby information disclosed under this Section 5.3. (d) Nothing contained in this Agreement shall give Parent, directly or indirectly, rights to control or direct the extent not otherwise expressly prohibited by operations of the Company or any of its Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, subject to and consistent with the terms and conditions of such contract)this Agreement, exercise complete control and supervision over the operations of the Company and its Subsidiaries.

Access to Information; Confidentiality. (a) Upon reasonable notice To the extent not restricted by third-party agreement or Applicable Law, each of Parent and Edge shall, subject to applicable Lawsany necessary third-party approvals, each Party shallallow the other party and its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives other advisors reasonable access during normal business hours hours, at such party’s sole risk and expense, to all facilities, properties, personnel, books and records of Parent or Edge and their respective subsidiaries, as applicable; provided, that no investigation pursuant to this Section 5.2 shall affect any representation or warranty given by any party hereunder; and provided, further, that notwithstanding the provision of information or investigation by any party, no party shall be deemed to make any representation or warranty except as expressly set forth in this Agreement. Each of Parent and Edge agree to conduct its investigation in a manner that does not interfere unreasonably with the other party’s or its subsidiaries’ operations and with the prompt and timely discharge by such party’s employees of their duties. Each party agrees to indemnify and hold the other parties and their subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of such party, and any loss, damage to or destruction of any property owned by a party or its subsidiaries or others (and, with respect including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the parties’ representatives during any visit to the books and recordsbusiness or property sites of Edge or Parent or their subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the foregoing, no party shall be required to provide access to or otherwise disclose information if such information is subject to, or such access or disclosure would jeopardize, the right attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to copykeep confidential by reason of contract or agreement with third parties or by reason of Applicable Law. Neither the Parent Parties nor Edge, nor any of their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors, shall conduct any environmental testing or sampling on any of the business or property sites of another party hereto or its subsidiaries prior to the completion of the Merger without the prior written consent of the other party, which consent shall not be unreasonably withheld. The unreasonable withholding by any party of consent for environmental testing or sampling shall constitute that party’s material breach of a covenant for purposes of Section 6.2(b). (b) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical Any information obtained by the Parent Parties or electronic form)Edge or their respective directors, officers, employees, accountantsrepresentatives, counselconsultants, attorneys, agents, lenders, bankers, financial advisors and other Representatives throughout the period prior advisors under this Section 5.2 shall be subject to the earlier of confidentiality and use restrictions contained in that certain letter agreements between Edge and Parent dated March 17, 2008 and April 17, 2008 (the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment lettersConfidentiality Agreements”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsnotice, each Party shall, of FA and GSM shall (and shall cause each of its their respective Subsidiaries to and Representatives to) afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (andhours, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to the earlier Effective Time, to its properties, Contracts, books and records and its officers, employees and Representatives and, during such period, each of the Effective Time FA and the termination of this Agreement pursuant to Article IX. Each Party GSM shall (and shall cause its Subsidiaries and Representatives to) furnish promptly to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted received by it during such period pursuant to the requirements of federal or state applicable securities Laws and a copy of any communication (including “comment letters”other than reports or documents which such party is not permitted to disclose under applicable Law) received by such Party from the SEC concerning compliance with securities Laws and (ii) consistent with its obligations under applicable Law, all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request; provided, however, none of FA or GSM or any of their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access would, in the reasonable judgment of such party, (x) breach any Contract with any third party, (y) constitute a waiver of the attorney-client or other privilege held by such party or (z) otherwise violate any applicable Law. In the event any of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, the parties shall advise the other party of the subject matter of any such information that cannot be disclosed and shall use their commercially reasonable efforts to make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws. Any such information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties provided pursuant to this Section 7.4(a) 7.5 shall be held in confidence to the extent required by, and in accordance with with, the terms provisions of that certain Mutual Non-Disclosure Agreement, dated November 20, 2014, as amended, modified or supplemented from time to time (the “Confidentiality Agreement”), between Grupo VM and GSM, which Confidentiality Agreement shall remain in full force and effect. (b) This Section 7.4(b) No investigation by any of the parties or their respective Representatives shall not require any Party to permit any accessaffect the representations, warranties, covenants or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation agreements of any contract or Law to which such Party or its Subsidiaries is a other party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)set forth herein.

Access to Information; Confidentiality. (a) Upon As permitted by law, each of the Company and Parent shall, upon reasonable notice and subject to applicable Lawsan Executive Officer (as defined in Section 8.2 hereof) of the Company or Parent, each Party shallas the case may be, and shall cause each of its Subsidiaries to afford to the Other Parties other party, and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), such party's authorized officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives (collectively, "Representatives"), reasonable access during normal business hours, in a manner so as not to interfere with the normal operations of the Company or Parent and their respective Subsidiaries and subject to reasonable restrictions imposed by an Executive Officer of the Company or Parent, as the case may be, during the period prior to the earlier Effective Time to all the properties, books, contracts, commitments and records of the Effective Time Company or Parent and their respective Subsidiaries, and during such period, the termination of this Agreement pursuant to Article IX. Each Party Company or Parent shall furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it or its Subsidiaries during such period pursuant to the requirements of applicable federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request. Notwithstanding anything to the contrary in this Agreement, including neither party nor any or its Subsidiaries shall be required to disclose any information necessary to prepare the Joint Proxy Statement and other party or its authorized representatives if doing so would (i) violate any federal, state, local or foreign law, rule or regulation to which such party or any of its Subsidiaries is subject, (ii) violate the Registration Statement. Except for disclosures permitted by regulations or requirements of the NYSE, (iii) violate the terms of any confidentiality agreement or similar agreement or arrangement to which such party or any of its Subsidiaries is a party (provided that such party shall use all reasonable efforts to cause the Confidentiality Agreement, each Party and its Representatives shall hold counterparty thereto to waive such agreement) or (iv) directly or indirectly affect either party's competitive position in any of the markets in which either party operates or in respect of the activities in which either party is engaged. No investigation or information received from the Other Parties furnished pursuant to this Section 7.4(a) in confidence 5.5 shall affect any representations or warranties made by the parties herein or the conditions to the obligations of the parties to consummate the Merger. Each party will, and will counsel its Representatives to, keep such information provided to it by the other party confidential in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any informationdated February 18, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or2000, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification between Parent and the subject matter of such information Company (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)"Confidentiality Agreement") and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of which are incorporated herein by reference, as if such contractinformation were Confidential Information (as such term is defined in the Confidentiality Agreement).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws, each Party of First Horizon and IBKC, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of the other party, access, during normal business hours during the period prior to the earlier of Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party First Horizon and IBKC shall, and shall furnish promptly cause its respective Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by such Party from other than reports or documents that First Horizon or IBKC, as the SEC concerning compliance case may be, is not permitted to disclose in accordance with securities Laws Section 9.14 or otherwise under applicable law), and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably request. Neither First Horizon nor IBKC nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of First Horizon’s or IBKC’s, including information necessary to prepare as the Joint Proxy Statement and case may be, customers, jeopardize the Registration Statement. Except for disclosures permitted by the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Each of First Horizon and IBKC shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 7.4(b6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August 27, 2019, between First Horizon and IBKC (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall not require any Party affect or be deemed to permit any accessmodify or waive the representations and warranties of the other set forth in this Agreement. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to disclose any information, if such access control or disclosure would unreasonably disrupt direct the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable LawsLaw and the Confidentiality Agreement, each Party of Parent and the Company shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective Representatives reasonable access during normal business hours (and, with respect to the books and recordsRepresentatives of such other party reasonable access, the right to copy) to all of its and its Subsidiaries’ propertiesupon reasonable advance notice, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior from the date of this Agreement to the earlier of the Effective Time and the or termination of this Agreement pursuant to Article IX. Each Party Section 8.01(a), to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of Parent and the Company shall, and shall furnish cause each of its respective Subsidiaries to, make available promptly to the Other Parties other party (ia) to the extent not publicly available, a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of securities laws or filed with or sent to the SEC, the FERC, any state utilities commission or any other federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws regulatory agency or commission and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that either party may withhold any document or information necessary that is subject to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of a confidentiality agreement with a third party (provided that the Confidentiality Agreementwithholding party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) or subject to any attorney-client privilege (provided that the withholding party shall use its reasonable best 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 that cannot be provided by law due to its commercial sensitivity. If any material is withheld by such party pursuant to one or more of the provisos to the preceding sentence, each Party and its Representatives such party shall hold inform the other party as to the general nature of what is being withheld to the extent that doing so would not undermine the protection of the relevant proviso and, if reasonably feasible, provide a redacted version of such requested material which version does not contain the otherwise sensitive information. All information received from the Other Parties exchanged pursuant to this Section 7.4(a) in confidence in accordance with 6.02 shall be subject to the terms non-disclosure agreement dated as of August 1, 2014, between Parent and the Company (the “Confidentiality Agreement. (b) This Section 7.4(b) ”). Notwithstanding anything in this Agreement to the contrary, the Company shall not require have any Party obligation to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation share with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party Parent or its Subsidiaries is a party representatives any confidential supervisory communications or would cause a loss of privilege information involving bank regulatory authorities not allowed to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements shared pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Law.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws, each Party of Berkshire and Brookline, for the purposes of verifying the representations and warranties of the other and preparing for the Merger, the related integration and systems conversion or consolidation, and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of the other party, access, during normal business hours during the period prior to the earlier of Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly period prior to the Other Parties Effective Time, each of Berkshire and Brookline shall, and shall cause its respective Subsidiaries to, make available to the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by such Party from other than reports or documents that Berkshire or Brookline, as the SEC concerning compliance with securities Laws case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably request. Notwithstanding the foregoing, including neither Berkshire nor Brookline nor any of their respective Subsidiaries shall be required to provide access to or to disclose information necessary to prepare where such access or disclosure would violate or prejudice the Joint Proxy Statement and rights of Berkshire’s or Brookline’s, as the Registration Statement. Except for disclosures permitted by case may be, customers, jeopardize the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(b) Each of Berkshire and Brookline shall not require any Party to permit any access, hold all information furnished by or to disclose any information, if such access or disclosure would unreasonably disrupt on behalf of the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a other party or would cause a loss of privilege to such Party or any of its such party’s Subsidiaries or (iirepresentatives pursuant to Section 6.2(a) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information confidence to the extent doing so (1) would not (required by, and in accordance with, the good faith belief provisions of the Party being requested to disclose Mutual Confidentiality and Exclusivity Agreement, dated June 19, 2024, by and between Berkshire and Brookline, as amended, restated or otherwise modified (the information “Confidentiality Agreement”). (after consultation with counsel, which may be in-house counsel)c) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief No investigation by either of the Party being requested to disclose the parties or their respective representatives or information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements shared pursuant to which non-employee Representatives this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)other set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Each Party shall, shall (and shall cause each of its Subsidiaries to to) afford to the Other Parties Party and their respective Representatives to representatives of the Other Party's Special Committee reasonable access access, during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to the earlier of the Effective Time Time, to all its books, contracts, commitments, personnel and the termination of this Agreement pursuant to Article IX. Each records and, during such period, each Party shall (and shall cause each of its Subsidiaries to) furnish promptly to the Other Parties Party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it the Party during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (ii) all other information concerning its and its Subsidiaries’ the Party's business, properties properties, assets and personnel as the Other Parties Party may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall Unless otherwise required by law, each Party's Confidential Information will be kept confidential and used by the Other Party only in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, and not require in any Party way detrimental to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is for the benefit of a third party including, without limitation, for the purpose of formulating or would cause preparing to file a loss of privilege to such Party legal claim or any of its Subsidiaries suit or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in instituting a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of legal proceeding against the Party being requested to disclose (the information (after consultation with counsel, which may be in-house counsel"Permitted Purpose")) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives . Only employees and authorized representatives of the Other Party shall be provided who need to review the Confidential Information in connection with the Permitted Purpose may access to such information; provided, further, that and view the Confidential Information. The Other Party being requested to will not disclose the information shall (x) notify Party's Confidential Information or any portion thereof to any other person or entity without the Party's prior written consent, except as required by Law. The Other Parties that such disclosures are reasonably likely to violate Party will use its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent protect the secrecy and confidentiality of and avoid disclosure or use of the Confidential Information including, without limitation, implementing reasonable commercial measures that the Other Party uses to protect its own confidential or non-public information. In the event of dissemination, disclosure or use of the Party's Confidential Information that is not permitted by this Agreement, the Other Party will notify the Party immediately in writing and will use reasonable efforts to assist the Party in minimizing the damage from such disclosure. Such remedy shall be in addition to and not in lieu of any other rights and remedies the applicable third party to Party may have at law or in equity against the Other Party. The Other Party will be solely responsible for any such contract with respect breach of this Section 6.2(b) and, in addition to the disclosures prohibited thereby foregoing, will, at its sole expense, take all reasonable measures including, but not limited to, court proceedings, to prohibit or prevent unauthorized disclosure or use of the Party's Confidential Information. (c) Upon the written request of the Party, the Other Party and its authorized representatives will promptly return to the extent Party, at the Party's address specified in Section 9.1, all tangible materials (including, but not otherwise expressly prohibited by limited to, printed materials and software disks or other electronic storage media) containing any of the terms Party's Confidential Information (including, but not limited to, any materials in which the Party's Confidential Information is quoted, discussed, paraphrased, or explained), and will promptly destroy any intangible copies of such contract)Confidential Information. The confidentiality obligations set forth in Section 6.2(b) shall remain in full force and effect despite the return of such Confidential Information.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party of Seller and Buyer shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents and other Representatives throughout representatives of the other Party, reasonable access, during normal business hours during the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably requestrequest (in the case of a request by Seller, including information necessary concerning Buyer that is reasonably related to prepare the Joint Proxy Statement and prospective value of Buyer Common Stock or to Buyer’s ability to consummate the Registration Statementtransactions contemplated hereby). Except for disclosures permitted by Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the terms attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger (including the existence and terms of this Agreement) and use such information solely to permit any accessevaluate the Merger, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in unless (i) any violation of any contract or Law such information is already known to which such the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or agents and representatives, (ii) if such information is subsequently disclosed to the receiving Party or any its agents and representatives by a third party that, to the knowledge of its Subsidiariesthe receiving Party, on the one handis not bound by a duty of confidentiality, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, (iii) such information being reasonably pertinent thereto; provided thatbecomes publicly available through no fault of the receiving Party, (iv) the receiving Party in good faith believes that the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to is necessary or appropriate in making any filing or obtaining any consent required for the extent doing so (1) would not Merger (in which case the receiving Party shall advise the other party before making the disclosure) or (v) the receiving Party in good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, believes that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its furnishing or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving Party shall advise the other Party before making the disclosure). All information and materials provided by Seller pursuant to this Agreement shall be subject to the extent it is able to do so in accordance with provisions of the first proviso Confidentiality Agreement entered into between Buyer and Seller dated July 19, 2012. (c) No investigation by a Party or its representatives shall affect the representations and warranties of the other Party set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable Laws, upon reasonable notice, each Party shall, Group shall (and shall cause each the members of its Subsidiaries to such Party Group to) afford to the Other Parties officers, employees, counsel, accountants and their respective Representatives other representatives and advisors of the requesting Party Group reasonable access access, during normal business hours (andfrom the Execution Date until the Closing Date, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, contracts and records 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 correspondence (in each case, whether in physical or electronic form), 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 officers, employees, accountants, counsel, financial advisors accountants and other Representatives throughout representatives and advisors in connection with the period prior to the earlier of the Effective Time and the termination of this Agreement access provided pursuant to Article IXthis Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Each Subject to applicable Laws, during such period, each Party Group shall (and shall cause the members of such Party Group to) furnish promptly to the Other Parties other Party Group (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign Laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Entity thereunder), as applicable (including “comment letters”) received by other than documents which such Party from the SEC concerning compliance with securities Laws Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its and its Subsidiaries’ the disclosing Party Group’s business, properties and personnel as the Other Parties requesting Party Group may reasonably request, including all information necessary relating to prepare environmental matters. Notwithstanding the Joint Proxy Statement and foregoing, a Party Group shall have no obligation to disclose or provide access to any information the Registration Statementdisclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in violation of a confidentiality obligation binding on such Party Group. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of September 19, 2017 between Parent and MLP (as it may be amended from time to time, the “Confidentiality Agreement”), each Party and its Representatives party shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.2 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of January 16, 2015, between Parent and MLP (as it may be amended from time to time, the “Parent Confidentiality Agreement”), each Party party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.7 in confidence in accordance with the terms of the Parent Confidentiality Agreement. (b) This Section 7.4(b) 5.7 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.7(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.7 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents and other Representatives throughout representatives of the other Parties, reasonable access, during normal business hours during the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably request. None of Piedmont, including Yadkin or Vantage or any of their respective Subsidiaries, shall be required to provide access to or to disclose information necessary to prepare where such access or disclosure would jeopardize the Joint Proxy Statement and attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the Registration Statementdate of this Agreement. Except for disclosures permitted by The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the terms restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other Parties (other than disclosure to that Party’s agents and representatives in connection with the evaluation and consummation of the Mergers) shall not require any Party in connection with this Agreement or the Mergers (including the existence and terms of this Agreement) and use such information solely to permit any accessevaluate the Mergers, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in unless (i) any violation of any contract or Law such information is already known to which such the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or agents and representatives, (ii) if such information is subsequently disclosed to the receiving Party or any its agents and representatives by a third party that, to the knowledge of its Subsidiariesthe receiving Party, on the one handis not bound by a duty of confidentiality, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, (iii) such information being reasonably pertinent thereto; provided thatbecomes publicly available through no fault of the receiving Party, (iv) the receiving Parties in good faith believes that the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to is necessary or appropriate in making any filing or obtaining any consent required for the extent doing so (1) would not Mergers (in which case the receiving Party shall advise the other Parties before making the disclosure) or (v) the receiving Party in good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, believes that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its furnishing or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving Party shall advise the other Parties before making the disclosure). All information and materials provided by Yadkin and Vantage pursuant to this Agreement shall be subject to the extent it is able to do so in accordance with provisions of the first proviso Joint Confidentiality Letter entered into between Vantage and Yadkin dated September 24, 2013. (c) No investigation by a Party or its representatives shall affect the representations and warranties of the other Parties set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Acquiror or any of their respective Subsidiaries is a party or pursuant to applicable LawsLaw, each Party shallfrom the date of this Agreement until the Suntuity Merger Effective Time, the Company shall (and shall cause each of its Subsidiaries to afford to) and Acquiror shall (and Acquiror shall cause its Subsidiaries to): (i) provide to the Other Parties other party (and their respective Representatives reasonable access during normal business hours (andthe other party’s officers, with respect to the books and recordsmanagers, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officersdirectors, employees, accountants, consultants, legal counsel, financial advisors agents and other Representatives throughout the period representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the earlier officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the Effective Time books and the termination of this Agreement pursuant to Article IX. Each Party shall records thereof; and (ii) furnish promptly to the Other Parties (i) a copy of each reportother party such information concerning the business, schedule properties, contracts, assets, liabilities, personnel and other document filed or submitted by it pursuant to the requirements aspects of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its party and its Subsidiaries’ business, properties and personnel subsidiaries as the Other Parties other party or its Representatives may reasonably request; provided, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreementhowever, each Party that (A) Acquiror and its Representatives shall hold information received from the Other Parties pursuant conduct any such activities in such a manner as not to this Section 7.4(a) in confidence in accordance unreasonably interfere with the terms business or operations of the Confidentiality AgreementCompany; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, Acquiror or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any agreement to which the Company is a party (taking into account the confidential nature of the disclosure) provided, further, the Company shall inform Acquiror as to the general nature of what is being withheld and the Company shall (and shall cause its Subsidiaries to) reasonably cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to (1) obtain the required consent or waiver of any third party required to provide such information and (2) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if Acquiror and the Company determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt All information obtained by the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party this Section 7.03 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so kept confidential in accordance with the first proviso confidentiality agreement, dated November 8, 2022, between Acquiror and the Company (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 7.03 shall affect any representation or warranty in this Section 7.4(b)Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) Notwithstanding anything in this Agreement to the contrary, each Party (and (zits representatives, agents and employees) in may consult any Tax advisor regarding the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from Tax treatment and Tax structure of the applicable third party Transactions and may disclose to any Person, without limitation of any kind, the Tax treatment and Tax structure of the Transactions and all materials (including opinions or other Tax analyses) that are provided relating to such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)treatment or structure.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of September 15, 2016, between AMID and JPE (as it may be amended from time to time, the “AMID Confidentiality Agreement”), each Party party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the AMID Confidentiality Agreement. (b) This Section 7.4(b) 5.6 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable Laws, upon reasonable notice, each Party shall, Group shall (and shall cause each the members of its Subsidiaries to such Party Group to) afford to the Other Parties officers, employees, counsel, accountants and their respective Representatives other representatives and advisors of the requesting Party Group reasonable access access, during normal business hours (andfrom the Execution Date until the Closing Date, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractscontracts and records as well as to their management personnel; provided, records however, that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party Group and correspondence (in each case, whether in physical or electronic form), 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 officers, employees, accountants, counsel, financial advisors accountants and other Representatives throughout representatives and advisors in connection with the period prior to the earlier of the Effective Time and the termination of this Agreement access provided pursuant to Article IXthis Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Each Subject to applicable Laws, during such period, each Party Group shall (and shall cause the members of such Party Group to) furnish promptly to the Other Parties other Party Group (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign Laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Entity thereunder), as applicable (including “comment letters”) received by other than documents which such Party from the SEC concerning compliance with securities Laws Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its and its Subsidiaries’ the disclosing Party Group’s business, properties and personnel as the Other Parties requesting Party Group may reasonably request, including all information necessary relating to prepare environmental matters. Notwithstanding the Joint Proxy Statement and foregoing, a Party Group shall have no obligation to disclose or provide access to any information the Registration Statementdisclosure of which such Party Group has concluded may jeopardize any privilege available to such Party Group relating to such information or would be in violation of a confidentiality obligation binding on such Party Group. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Each Party and its Representatives Group agrees that it (i) shall hold not use any information received from the Other Parties obtained pursuant to this Section 7.4(a) in confidence in accordance with 5.2 for any purpose unrelated to the terms consummation of the Confidentiality Agreement. Merger and (b) This Section 7.4(bii) shall hold all information and documents obtained pursuant to this Section 5.2 in confidence; provided, however, the foregoing restrictions shall not require apply to any Party information obtained pursuant to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to this Section 5.2 which such Party or its Subsidiaries is a party or would cause a loss of privilege Group was, prior to such Party the Execution Date, entitled to receive pursuant to applicable Law or any contract other than this Agreement. No investigation by any Party Group of its Subsidiaries or (ii) if such Party or any the business and affairs of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other handParty Group shall affect, are adverse parties in a litigationor be deemed to modify or waive, such information being reasonably pertinent thereto; provided thatany representation, in the case of clause (i)warranty, the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counselcovenant, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso other agreement in this Section 7.4(b)) and (z) in Agreement, or the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party conditions to any such contract with respect Party Group’s obligation to consummate the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Merger.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other Party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party shall furnish promptly to the Other Parties other Party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and Statement). No Parties’ access hereunder shall include the Registration Statementcollection or analysis of samples, or any invasive or subsurface investigation of property without the other Parties’ prior written consent, which consent may be withheld or conditioned in the other Parties’ sole discretion. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of March 9, 2017, between AMID and Southcross Holdings (as it may be amended from time to time, the “AMID Confidentiality Agreement”), each Party and its Representatives shall hold information received from the Other Parties other Party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the AMID Confidentiality Agreement. (b) This Section 7.4(b) 5.6 shall not require any either Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (iA) any violation of any contract or Law to which such Party or its Subsidiaries is a party Party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such Party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Party’s position in any pending or, what such Party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (iiB) if such Party or any of its Subsidiaries, on the one hand, and any Other the other Party or any of its Subsidiaries, on the other hand, are adverse parties Parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (iA), the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties other Party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other Party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party Party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the Parties hereto. (d) If the SXE Entities on the one hand or the AMID Entities on the other hand exercise rights of access under this Section 5.6 or otherwise (the “Inspecting Parties”), or conduct examinations or inspections under this Section 5.6 or otherwise, then (i) such access, examination and inspection will be at the Inspecting Parties’ sole risk, cost and expense and such Inspecting Parties waive and release, on behalf of themselves and each Person undertaking any such examination or inspection on their behalf, all damages, losses, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) and other claims against the other Parties and their partners and members and their Affiliates and the respective employees, directors, officers, attorneys, contractors, Representatives and agents of such Persons (collectively the “Inspection Indemnitees”) arising in any way therefrom or in any way related thereto and (ii) except to the extent of an Inspection Indemnitee’s gross negligence or willful misconduct, the Inspecting Parties will indemnify, defend and hold harmless the Inspection Indemnitees from and against any and all damages, losses, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) and other claims of any kind or character arising out of the granting of any such access or the undertaking of any such examination or inspection. THE FOREGOING RELEASE AND INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH DAMAGES, LOSSES, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OR OTHER CLAIMS ARISE OUT OF (A) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INSPECTION INDEMNITEES OR (B)

Access to Information; Confidentiality. (a) Upon From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice and subject to applicable Lawsprior notice, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties Party and their respective Representatives reasonable access during normal business hours to (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ officers, key employees, agents, properties, offices, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties Party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning its and its Subsidiaries’ business, properties and personnel personnel, in each case, as the Other Parties Party may reasonably request. In addition, including information necessary to prepare from the Joint Proxy Statement and date hereof until the Registration Statement. Except for disclosures permitted by the terms Effective Time, each of the Confidentiality AgreementCompany and Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to cause its customers, suppliers, lenders and other creditors to be available to the Other Party. Notwithstanding the foregoing provisions of this Section 6.8(a), (i) each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any accessbe required to, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries to, grant such access if such Party reasonably determines that it would (A) materially disrupt or (ii) if impair the business or operations of such Party or any of its Subsidiaries, on the one hand, and (B) constitute a violation of any Other Contract with respect to confidentiality or non-disclosure owing to a third party (including any Governmental Entity) to which such Party or any of its SubsidiariesSubsidiaries is a party, on the other hand(C) constitute a violation of any applicable Law, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1D) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation disclosure of any such contract trade secrets or Law other confidential business information, or cause (E) result in a loss waiver of attorney-client privilege, work product doctrine or similar privilege, or (ii) no Party shall be entitled to conduct environmental sampling without the Other Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, provided, however, that in the absence of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counselconsent, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided granted access to the properties and facilities of such information; provided, further, that Party for the Party being requested purpose of conducting any visual inspections and assessments at such times and in such a manner so as not to disclose the information shall (x) notify unreasonably interfere with the Other Parties that such disclosures are reasonably likely Party’s business. The Company and Parent will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.. (b) The Confidentiality Agreement dated as of September 11, 2017 between Parent and the Company (the “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to violate its all information furnished thereunder or hereunder. All information provided to any party or its Subsidiaries’ obligations Representatives pursuant to or in connection with this Agreement is deemed to be “Confidential Information” as defined under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws (including the Pandemic Measures), each Party of Xxxxxxx and Sterling, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of the other party, access, during normal business hours during the period prior to the earlier of Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party Xxxxxxx and Sterling shall, and shall furnish promptly cause its respective Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by such Party from other than reports or documents that Xxxxxxx or Sterling, as the SEC concerning compliance with securities Laws case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably request. Neither Xxxxxxx nor Sterling nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Xxxxxxx’x or Sterling’s, including information necessary to prepare as the Joint Proxy Statement and case may be, customers, jeopardize the Registration Statement. Except for disclosures permitted by the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Each of Xxxxxxx and Sterling shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 7.4(b6.2(a) in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated September 13, 2019, as amended by the amendment to confidentiality agreement, dated March 22, 2021, between Xxxxxxx and Sterling (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall not require any Party affect or be deemed to permit any accessmodify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to disclose any information, if such access control or disclosure would unreasonably disrupt direct the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party The Company shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties Parent and their respective its Representatives reasonable access during normal business hours and upon reasonable advance notice, during the period prior to earlier of the Effective Time or the termination of this Agreement in accordance with its terms, (andi) to such information concerning the business, with respect to properties, assets and personnel of the Company and its Subsidiaries as Parent or its Representatives may reasonably request (including the books and records, records of the right to copyCompany and its Subsidiaries and Tax Returns filed and those in preparation and the work papers of its auditors) and (ii) reasonable access to all properties and personnel (in a manner so as to not unreasonably interfere with the normal business operations of its the Company and its Subsidiaries’ properties). (b) Parent shall, commitmentsand shall cause each of its Subsidiaries to, booksafford to the Company and its Representatives reasonable access during normal business hours and upon reasonable advance notice, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to the earlier of the Effective Time and or the termination of this Agreement pursuant in accordance with its terms, to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy such information concerning the business, properties, assets and personnel of each report, schedule Parent and other document filed its Subsidiaries as the Company or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication its Representatives may reasonably request (including “comment letters”the books and records of Parent and its Subsidiaries and Tax Returns filed and those in preparation and the work papers of its auditors) received by such Party from the SEC concerning compliance with securities Laws and (ii) reasonable access to all other information concerning its properties and personnel (in a manner so as to not unreasonably interfere with the normal business operations of Parent and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement). (bc) This Section 7.4(b) 6.6 shall not require any Party a party hereunder to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and that in its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house outside counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party is subject or its Subsidiaries is a cause any privilege (including attorney-client privilege) which the such party or would cause a loss of privilege to such Party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, provided that the parties shall use their commercially reasonable efforts to find a way to permit disclosure of such information, or (ii) if such Party or any of the Company and its Subsidiaries, on the one hand, and any Other Party Parent or any of its Subsidiaries, on the other hand, are adverse parties in a litigationan Action, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such d) All information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements shared pursuant to which non-employee Representatives of the Other Party this Section 6.6 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so held confidential in accordance with the first proviso in terms of the Confidentiality Agreement between Parent and the Company dated October 18, 2022 (the “Confidential Disclosure Agreement”). No investigation pursuant to this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its 6.6 or its Subsidiaries’ obligations under any contractinformation provided, use reasonable commercial efforts to seek consent from the applicable third party made available or delivered to any such contract with respect party pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the disclosures prohibited thereby (to obligations of, the extent not otherwise expressly prohibited by the terms of such contract)parties hereunder.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each From the date of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to this Agreement until the earlier of the Effective Time and the termination of date, if any, on which this Agreement pursuant is terminated in accordance with Section 7.1, upon reasonable notice, each party shall (and shall cause each of its Subsidiaries to) afford reasonable access to Article IX. Each Party the other party’s Representatives, during normal business hours, to the personnel, advisors, properties, books and records of such party and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) Representatives all other information concerning its and its Subsidiaries’ the business, properties and personnel of such party and its Subsidiaries, and to provide copies thereof, as the Other Parties may reasonably requestbe requested; provided, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms however, that nothing herein shall require a party or any of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or Subsidiaries to disclose any information, information to the other party if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries orwould, in the reasonablereasonable judgment of the disclosing party, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation violate applicable Law or the provisions of any contract or Law agreement to which such Party party or any of its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party jeopardize any attorney-client or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such informationlegal privilege; provided, further, that in each such case, the Party being requested disclosing party shall cooperate with the other party to disclose the information shall (x) notify the Other Parties enable it and its Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that such disclosures are reasonably likely to violate it and its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise Representatives may have access to such notification information. No investigation or access permitted pursuant to this Section 5.5 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by any party hereunder. All information furnished by a party, its Subsidiaries and the subject matter of such information (its officers, employees and other Representatives pursuant to the extent it is able to do so this Section 5.5 shall be kept confidential in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely Confidentiality Agreement. No party hereto shall be deemed to violate any of its or its Subsidiaries’ obligations under the Confidentiality Agreement as a result of performing any contractof its obligations under this Agreement, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited including actions required by the terms of such contractSection 5.4(d).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and Each party shall cause each of its Subsidiaries to afford to the Other Parties other parties hereto, and their respective Representatives the other parties' Representatives, reasonable access during normal business hours (and, with respect during the period prior to the books and records, Effective Time or the right to copy) termination of this Agreement to all of its and its Subsidiaries’ ' properties, commitments, books, contracts, commitments, personnel and records and correspondence (in and, during such period, each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party party shall furnish promptly to the Other Parties others (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it such party during such period pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including “comment letters”b) received by such Party from the SEC concerning compliance consistent with securities Laws and (ii) its legal obligations all other information concerning its such party and its Subsidiaries’ ' business, properties and personnel as the Other Parties other party may reasonably request; provided, including information necessary however, that either party may restrict the foregoing access to prepare the Joint Proxy Statement and the Registration Statementextent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each Party party shall hold, and shall cause its Representatives shall hold to hold, all information received from the Other Parties pursuant to this Section 7.4(a) other party, directly or indirectly, in confidence in accordance with the terms Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the Confidentiality Agreementrepresentations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (b) This In addition to and without limiting the foregoing, from the date hereof until the Effective Time, the Company shall furnish to Parent, within fifteen (15) business days after the end of each month, the monthly reporting package set forth in Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel6.02(b) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Company Disclosure Letter.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsnotice, each Party shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties Party and their respective its Representatives reasonable access during normal business hours to (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ propertiesproperties (including for purposes of environmental assessment, which may include subsurface or other invasive testing or sampling only upon the Company’s prior written approval), commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives. Without limiting the foregoing, from the date hereof until the Effective Time, the Company shall maintain, or cause to be maintained, and provide Parent and its Representatives throughout continued access to, the period Data Site, and shall not remove any documents or information loaded onto the Data Site prior to to, on or after the earlier date hereof. The Company shall not remove any of the Effective Time documents or items provided in the Data Site through and including the termination of this Agreement pursuant to Article IXClosing Date. Each Party shall furnish promptly to the Other Parties Party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ businessbusinesses, properties and personnel as the Other Parties Party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties Party pursuant to this Section 7.4(a) 7.4 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) 7.4 shall not require any either Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party (i) would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such Party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Party’s position in any pending or, what such Party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) is reasonably pertinent to any litigation, if any, in which such Party or any of its Subsidiaries, on the one hand, and any the Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided thatparties. Notwithstanding the foregoing, in the case of clause (i)) above, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided. In addition, further, that the Party being requested to disclose the information shall (x) notify the Other Parties Party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties Party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party Third Party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures disclosure permitted by the terms of the Confidentiality Agreement, dated as of November 15, 2016, between SXL and ETP (as it may be amended from time to time, the “SXL Confidentiality Agreement”), each Party party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the SXL Confidentiality Agreement. (b) This Section 7.4(b) 5.6 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1A) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2B) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x1) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y2) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z3) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws, each Party of HTLF and UMB, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the Bank Merger and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access of the other party, access, during normal business hours (and, with respect during the period prior to the books and recordsEffective Time, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, commitments, personnel, information technology systems, and records and correspondence (or in each casethe case of access by HTLF, whether in physical or electronic formall of the foregoing as reasonably requested, taking into account the circumstances of HTLF as a party to the transactions contemplated hereby), officersprovided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, employees, accountants, counsel, financial advisors and each shall cooperate with the other Representatives throughout the period prior party in preparing to the earlier of execute after the Effective Time the conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party HTLF and UMB shall, and shall furnish promptly cause its Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by such Party from other than reports or documents that HTLF or UMB, as the SEC concerning compliance with securities Laws case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably requestrequest in light of such party’s circumstances as a party to the transactions contemplated hereby. Neither UMB nor HTLF nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of UMB’s or HTLF’s, including information necessary to prepare as the Joint Proxy Statement and case may be, customers, jeopardize the Registration Statement. Except for disclosures permitted by the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach of HTLF and UMB shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or Representatives pursuant to this Agreement in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated March 22, 2024, between UMB and HTLF (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective Representatives shall not require any Party affect or be deemed to permit any accessmodify or waive the representations, warranties, covenants and agreements of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to disclose any information, if such access control or disclosure would unreasonably disrupt direct the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to Until the earlier of the Effective Time and the termination of this Agreement pursuant in accordance with its terms: (a) Xxxxxx shall, and shall cause each of its Subsidiaries to, to Article IX. Each Party the extent permitted by applicable Law, afford to Saturn and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the normal operation of Xxxxxx and its Subsidiaries, to all their respective properties, assets, books, records, Contracts, commitments, personnel and members of their executive management teams, during such period, Xxxxxx shall, and shall cause each of its Subsidiaries to, furnish promptly to Saturn and its Representatives, as applicable, all information concerning the Other Parties business, properties, assets and Contracts of Xxxxxx and its Subsidiaries as may be reasonably requested by such parties; provided, however, that the foregoing shall not require Xxxxxx or its Subsidiaries to disclose any information to the extent such disclosure would (i) a copy of each report, schedule and other document filed contravene applicable Law or submitted by it pursuant to the requirements of federal or state securities Laws and a copy provisions of any communication Contract to which Xxxxxx or its Subsidiaries is a party, or (including “comment letters”ii), in Xxxxxx’x good faith determination, constitute information protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its ), Xxxxxx and its Subsidiaries’ business, properties Subsidiaries shall cooperate in good faith with Saturn and personnel as its Representatives to disclose the Other Parties may reasonably request, including subject information necessary to prepare in an alternative manner that would circumvent the Joint Proxy Statement applicability of clauses (i) and the Registration Statement(iii)). Except for disclosures permitted by All such information provided in connection with this Agreement shall be held confidential in accordance with the terms of the confidentiality letter agreement entered into between Xxxxxx and Saturn dated as of March 22, 2017 (the “Confidentiality Agreement”). (b) Saturn shall, and shall cause each Party of its Subsidiaries to, to the extent permitted by applicable Law, afford to Xxxxxx and its Representatives reasonable access during normal business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the normal operation of Saturn and its Subsidiaries, to all their respective properties, assets, books, records, Contracts, commitments, personnel and members of their executive management teams, during such period, Saturn shall, and shall hold cause each of its Subsidiaries to, furnish promptly to Xxxxxx and its Representatives, as applicable, all information received from concerning the Other Parties pursuant business, properties, assets and Contracts of Saturn and its Subsidiaries as may be reasonably requested by such parties; provided, however, that the foregoing shall not require Saturn or its Subsidiaries to disclose any information to the extent such disclosure would (i) contravene applicable Law or the provisions of any Contract to which Saturn or its Subsidiaries is a party, or (ii), in Saturn’s good faith determination, constitute information protected by attorney/client privilege (provided that, with respect to information that may be the subject of clauses (i) and (ii), Saturn and its Subsidiaries shall cooperate in good faith with Xxxxxx and its Representatives to disclose the subject information in an alternative manner that would circumvent the applicability of clauses (i) and (iii)). All such information provided in connection with this Section 7.4(a) in confidence Agreement shall be held confidential in accordance with the terms of the Confidentiality Agreement. (bc) This No investigation pursuant to this Section 7.4(b) 5.5 or information provided, made available or delivered to Saturn or Xxxxxx pursuant to this Agreement shall not require affect any Party to permit any accessof the representations, warranties, covenants, rights or remedies, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information conditions to the extent doing so (1) would not (in the good faith belief obligations of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party parties hereunder and no party shall be provided access deemed to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its make any representation or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso warranty except as expressly set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable Lawslaw, each Party of Parent and Company shall, and shall cause each of its Subsidiaries to afford to and the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of each such party, to afford each other party reasonable access during normal business hours during the period prior to the earlier of the Effective Time to all its respective properties, books, contracts, commitments, personnel and the termination records and, during such period, each party shall, and shall cause each of this Agreement pursuant to Article IX. Each Party shall its Subsidiaries to, furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) party all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request. In addition, including information necessary to prepare the Joint Proxy Statement each of Parent and the Registration Statement. Except for disclosures permitted Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the other (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties other party promptly after such reports are made available to such party’s personnel. No review pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement5.2 shall affect any representation or warranty given by any party. (b) This Each party will keep, and will cause its Subsidiaries, Affiliates, directors, officers, employees, agents and advisors (collectively, such party’s “Representatives”) to keep, all information and documents obtained from the other party or its Representatives pursuant to Section 7.4(b5.2(a) shall not require any Party or during the investigations leading up to permit any access, or to disclose any information, if the execution of this Agreement confidential unless such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in information (i) any violation was already in the possession of any contract the party receiving the information (the “Receiving Party”), provided that such information is not known by the Receiving Party to be subject to another confidentiality agreement with, or Law other direct or indirect obligation of secrecy to, the party disclosing the information or documents (the “Disclosing Party”), (ii) becomes generally available to which such the public other than as a result of a disclosure by the Receiving Party or its Subsidiaries Representatives or (iii) becomes available to the Receiving Party from a source other than the Disclosing Party or its Representatives, provided that such source is not known by the Receiving Party to be bound by a confidentiality agreement with, or other direct or indirect obligation of secrecy to, the Disclosing Party. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or would cause a loss of privilege extracts thereof containing information and data as to another party hereto to be returned to the Disclosing Party which furnished the same or, with respect to information contained in analyses, compilations, studies or other documents or records prepared by the Receiving Party, destroyed (such destruction to be confirmed in writing if requested by the Disclosing Party). In the event that the Receiving Party or any of its Subsidiaries Representatives become legally compelled to disclose any such information or (ii) documents, the Receiving Party agrees to provide, if practicable, the Disclosing Party with reasonable advance notice under the circumstances prior to any such disclosure to enable the Disclosing Party to seek a protective order or other appropriate remedy. In addition, each party may, at any of its Subsidiariestime, on the one hand, and any Other Party or any of its Subsidiaries, on with advance notice to the other handparty, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure make disclosures of such information and documents as may be required or requested by such party’s applicable regulatory authorities. Notwithstanding anything herein to the extent doing so contrary, any party to this Agreement (1and each employee, representative, or other agent of such party) would not (in may disclose to any and all persons, without limitation of any kind, the good faith belief tax treatment and tax structure of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation transactions and all materials of any such contract or Law or cause a loss of such privilege or kind (2including opinions and other tax analyses) could reasonably (in that are provided to the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access party relating to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege tax treatment and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)tax structure.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party shallparty will, and shall will cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, and, to the extent within such party’s control, its accountants, counsel, financial advisors and other Representatives throughout Representatives; provided, however, that such access does not unreasonably disrupt the period prior to the earlier normal operations of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statementparty. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of April 1, 2015, between Parent and the Partnership (as it may be amended from time to time, the “Confidentiality Agreement”), each Party party and its Representatives shall will hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall 5.6 will not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract Contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall parties hereto will cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract Contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party shall other party will be provided access to such information; provided, further, that the Party party being requested to disclose the information shall will (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract Contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contractContract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject From the date hereof to applicable Lawsthe Effective Time, each Party of Parent, Acquiror and Target shall, and shall cause each of its Subsidiaries their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to the Other Parties one another’s officers, employees, agents, properties, offices, plants and their respective Representatives reasonable access during normal business hours (and, with respect other facilities and to the all books and records, the right to copy) to and shall furnish one another with all of financial, operating and other data and information as each, through its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employeesemployees or agents, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request; provided, including however, that no party shall be required to provide access or furnish information necessary which it is prohibited by law or contract to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementprovide or furnish. (b) This Section 7.4(bEach of Parent, Acquiror and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not require any Party disclose such information to permit any accessothers without the prior written consent of Parent, Acquiror or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel1) of such Party would reasonably be expected return promptly every document furnished to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party them by one another or any of its Subsidiaries or (ii) if such Party or their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the transactions contemplated hereby and any of its Subsidiaries, on the one handcopies thereof, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of them may have made. (in the good faith belief d) No investigation pursuant to this Section 2 shall affect any representations or warranties of the Party being requested parties herein or the conditions to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives obligations of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party Each party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the Confidentiality Agreementconfidence. (b) This Section 7.4(b) 5.6 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1A) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2B) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x1) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y2) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z3) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to the restrictions imposed by any applicable Laws, including the HSR Act or other U.S. antitrust Laws and Foreign Antitrust Laws, each Party of the Company and Parent shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective to the Representatives of such other party reasonable access during normal business hours (and, with respect during the period prior to the books and records, the right to copy) Effective Time to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records and correspondence (in and, during such period, each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time Company and the termination Parent shall, and shall cause each of this Agreement pursuant to Article IX. Each Party shall its respective Subsidiaries to, furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that either party may withhold (i) any document or information necessary that is subject to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of a confidentiality agreement with a third party or subject to any attorney-client privilege or (ii) such portions of documents or information relating to pricing or other matters that are highly sensitive if the Confidentiality Agreementexchange of such documents (or portions thereof) or information, each Party as determined by such party’s counsel, might reasonably result in antitrust difficulties for such party or reasonably result in antitrust difficulties for such party (or any of its Affiliates). If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of the information that is being withheld. Without limiting the generality of the foregoing, the Company shall, within two Business Days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and its Representatives shall hold any information received from to which a holder of Company Common Stock would be entitled under Section 220 of the Other Parties DGCL (assuming such holder met the requirements of such section), and Parent shall, within two Business Days of request therefor, provide to the Company any information to which a holder of Parent Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). All information exchanged pursuant to this Section 7.4(a) in confidence in accordance with 6.02 shall be subject to the terms of confidentiality agreement dated May 26, 2008 between the Company and Parent (including any amendment, the “Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract”).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws, each Party of SASR and AUB, for the purposes of enabling SASR and AUB to verify the representations and warranties of the other party and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access of the other party, access, during normal business hours (and, with respect during the period prior to the books and recordsEffective Time, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records commitments, personnel, information technology systems, and correspondence (records, provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each party shall cooperate with the other party in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior preparing to the earlier of execute after the Effective Time the conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party SASR and AUB shall, and shall furnish promptly cause its Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking laws (including “comment letters”) received by such Party from other than reports or documents that SASR or AUB, as the SEC concerning compliance with securities Laws case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such party may reasonably request. Neither AUB nor SASR nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of AUB’s or SASR’s, including information necessary to prepare as the Joint Proxy Statement and case may be, customers, jeopardize the Registration Statement. Except for disclosures permitted by the terms attorney-client privilege of the Confidentiality institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, each Party and its Representatives shall hold information received from . The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms restrictions of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach of SASR and AUB shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or Representatives pursuant to this Agreement in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated August 6, 2024, by and between AUB and SASR (as it may be amended in accordance with its terms) (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective Representatives shall not require any Party affect or be deemed to permit any accessmodify or waive the representations, warranties, covenants and agreements of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to disclose any information, if such access control or disclosure would unreasonably disrupt direct the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information party prior to the extent doing so (1) would not (in Effective Time. Prior to the good faith belief Effective Time, each party shall exercise, consistent with the terms and conditions of the Party being requested to disclose the information (after consultation with counselthis Agreement, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to From the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each its terms, subject to compliance with applicable Laws, each of Newmont and Goldcorp shall, and shall cause its Representatives to, afford to the other and its representatives such access as the other Party may reasonably require at all reasonable times, to its officers, employees, agents, properties, books, records and contracts, and shall furnish promptly to the Other Parties (i) a copy of each report, schedule other Party with all data and other document filed or submitted by information as it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including ; provided that the Party furnishing data or information necessary (the “Furnishing Party”) shall not be required to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms (or to cause any of the Confidentiality AgreementFurnishing Party’s Subsidiaries to) afford such access or furnish such information to the extent that the Furnishing Party believes, each Party and in its Representatives shall hold information received from reasonable good faith judgment, that doing so would (A) result in the Other Parties pursuant to this Section 7.4(aloss of attorney-client, work product or other privilege, (B) result in confidence in accordance with the terms disclosure of any trade secrets of third parties or violate any obligations of the Confidentiality AgreementFurnishing Party or any of the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (C) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing, and provided that nothing in this section shall limit the obligations contained in Section 5.7. (b) This Newmont and Goldcorp acknowledge and agree that information furnished pursuant to this Section 7.4(b) 5.10 shall not require any Party be subject to permit any access, or to disclose any information, if the terms and conditions of the Confidentiality Agreement. Any such access or disclosure would unreasonably disrupt the operations of such investigation by a Party and its Subsidiaries orrepresentatives shall not mitigate, diminish or affect the representations and warranties of the other Party contained in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party this Agreement or any of its Subsidiaries document or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements certificate given pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents, and other Representatives of the other Party reasonable access, during normal business hours throughout the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement, and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable Law) and (ii) all other information concerning its and its Subsidiaries’ business, properties properties, and personnel as the Other Parties other Party may reasonably request. Neither Party, including nor any of its Subsidiaries, shall be required to provide access to or to disclose information necessary to prepare where such access or disclosure would jeopardize the Joint Proxy Statement and attorney-client privilege of such Party or its Subsidiaries or contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty, or binding agreement entered into before the Registration Statementdate of this Agreement. Except for disclosures permitted by The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the terms restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and Representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and Representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger pursuant to permit any accessthe provisions of the Confidentiality Agreement and use such information solely to evaluate the Merger; provided that, or to disclose any information, if such access or the disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may information shall be in-house counsel) of such Party would reasonably be expected to result in permitted if (i) the receiving Party in good faith believes that the use of such information is necessary or appropriate in making any violation of filing or obtaining any contract or Law to consent required for the Merger (in which such case the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such shall advise the other Party or any of its Subsidiaries before making the disclosure) or (ii) if such the receiving Party in good faith believes that the furnishing or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to the extent doing so (1) would not is required by or necessary or appropriate in connection with any applicable laws or any listing or trading requirement concerning its publicly traded securities (in which case the good faith belief receiving Party shall advise the other Party before making the disclosure). (c) No investigation by a Party or its agents or Representatives shall affect the representations and warranties of the other Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable LawsLaw, each Party of Cedar and Pine shall, and shall cause each of its respective Subsidiaries to to, afford to the Other Parties other party and their respective to the Representatives of such other party reasonable access during normal business hours (and, with respect the period prior to the books and records, the right to copy) Effective Time to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records and, during such period, each of Cedar and correspondence (in Pine shall, and shall cause each caseof its respective Subsidiaries to, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties other party (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it during such period pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws laws and (iib) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that either party may withhold any document or information necessary that is subject to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of a confidentiality agreement with a third party (provided that the Confidentiality Agreementwithholding party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) or subject to any attorney-client privilege (provided that the withholding party shall use its reasonable best 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). If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. Without limiting the generality of the foregoing, each Party of Pine and its Representatives shall hold Cedar shall, within two Business Days of request by the other party therefor, provide to such other party the information received from described in Rule 14a-7(a)(2)(ii) under the Other Parties Exchange Act and any information to which a holder of Pine Common Stock or Cedar Common Stock, as applicable, would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). All information exchanged pursuant to this Section 7.4(a) in confidence in accordance with 6.02 shall be subject to the terms of confidentiality agreement dated August 12, 2008 between Cedar and Pine (the “Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract”).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsprior notice, each Party shall, of JPI and New JPI shall cause each of its Subsidiaries to afford to the Other Parties and their respective Representatives reasonable access during normal business hours (andofficers, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officersdirectors, employees, accountants, counsel, financial advisors advisors, consultants, financing sources and other Representatives throughout advisors or representatives (collectively, "Representatives") of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party all of JPI's and New JPI's properties, books, records, contracts, commitments and personnel and shall furnish furnish, and shall cause to be furnished, as promptly as reasonably practicable to the Other Parties CME (i) a copy of each material report, schedule and other document filed filed, furnished, published, announced or submitted received by it during such period pursuant to the requirements of federal or state securities Laws and or a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel with respect to JPI or New JPI as the Other Parties CME may reasonably request, including information necessary to prepare the Joint Proxy Statement ; provided that JPI and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) New JPI shall not require be obligated to provide access to (A) any Party to permit any access, or to disclose any information, if such access or disclosure competitively sensitive information that would unreasonably disrupt the operations of such Party and its Subsidiaries or, result in the reasonabledisclosure of any trade secrets of third parties, good faith judgment (after consultation with counsel, which may be in-house counselB) of such Party any information that would reasonably be expected to result in the loss of attorney-client privilege, (iC) any violation information that would result in a breach of any contract or Law an agreement to which such Party JPI or its Subsidiaries New JPI is a party party, (D) any information that, in the reasonable judgment of JPI or New JPI, would cause a loss of privilege to such Party or violate any of its Subsidiaries applicable Law or (iiE) if such Party any information that is reasonably pertinent to any litigation in which JPI or any of its SubsidiariesNew JPI, on the one hand, and any Other Party CME or any of its SubsidiariesAffiliates, on the other hand, are adverse parties in a litigationparties; provided, such information being reasonably pertinent thereto; provided thathowever, that in the case of clause (iA), (B) or (C) above, JPI or New JPI, as applicable, shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the Parties shall cooperate relevant information in seeking to find a way to allow disclosure of such information to the extent doing so (1) manner that would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely expected to harm JPI's or New JPI's competitive positions, to jeopardize the attorney-client privilege or to result in such breach, as applicable. (b) All information furnished pursuant to this Section 8.2 shall be subject to the violation confidentiality agreement, dated as of any such contract October 2, 2013, by and between GFI and CME (the "Confidentiality Agreement"), and each of JPI, New JPI and the Signing Stockholders shall be bound to the Confidentiality Agreement as if they were signatories to the Confidentiality Agreement. No investigation pursuant to this Section 8.2 shall affect the representations, warranties or Law or cause a loss of such privilege or (2) could reasonably (in conditions to the good faith belief obligations of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)contained herein.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party of Target and Buyer shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents and other Representatives throughout representatives of the other Party, reasonable access, during normal business hours during the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably requestrequest (in the case of a request by Target, including information necessary concerning Buyer that is reasonably related to prepare the Joint Proxy Statement and prospective value of Buyer Common Stock or to Buyer’s ability to consummate the Registration Statementtransactions contemplated hereby). Except for disclosures permitted by Neither Target nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the terms attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger (including the existence and terms of this Agreement) and use such information solely to permit any accessevaluate the Merger, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in unless (i) any violation of any contract or Law such information is already known to which such the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or agents and representatives, (ii) if such information is subsequently disclosed to the receiving Party or any its agents and representatives by a third party that, to the knowledge of its Subsidiariesthe receiving Party, on the one handis not bound by a duty of confidentiality, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, (iii) such information being reasonably pertinent thereto; provided thatbecomes publicly available through no fault of the receiving Party, (iv) the receiving Party in good faith believes that the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to is necessary or appropriate in making any filing or obtaining any consent required for the extent doing so (1) would not Merger (in which case the receiving Party shall advise the other party before making the disclosure) or (v) the receiving Party in good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, believes that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its furnishing or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving Party shall advise the other Party before making the disclosure). All information and materials provided by Target pursuant to this Agreement shall be subject to the extent it is able to do so in accordance with provisions of the first proviso Confidentiality Agreement entered into between Buyer and Xxxx Xxxxxx Xxxxxx and Xxxxxx, Inc. on behalf of Target dated August 31, 2010 (the “Confidentiality Agreement”). (c) No investigation by a Party or its representatives shall affect the representations and warranties of the other Party set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon Subject to Section 9.14, upon reasonable notice and subject to applicable Lawslaws (including the Pandemic Measures), each Party of BancShares, FCB, Merger Sub, and CIT, for the purposes of verifying the representations and warranties of the other and preparing for the Merger, the Second Step Merger, and the other matters contemplated by this Agreement, shall, and shall cause each of its their respective Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout representatives of the other party, access, during normal business hours during the period prior to the earlier of Effective Time, to all its properties, books, contracts, commitments, personnel, information technology systems, and records, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and the termination business operations generally, and, during such period, each of this Agreement pursuant to Article IX. Each Party BancShares, FCB, Merger Sub, and CIT shall, and shall furnish promptly cause its respective Subsidiaries to, make available to the Other Parties other party (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy banking laws (other than reports or documents that the BancShares Parties or CIT, as the case may be, is not permitted to disclose under applicable law), (ii) the information set forth on Section 6.2(a) of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws CIT Disclosure Schedule and (iiiii) all other information concerning its and its Subsidiaries’ business, properties properties, assets, liabilities and personnel as the Other Parties such party may reasonably request, including . No BancShares Party nor CIT nor any of their respective Subsidiaries shall be required to provide access to or to disclose information necessary to prepare where such access or disclosure would violate or prejudice the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms rights of the Confidentiality AgreementBancShares Parties’ or CIT’s, each Party and its Representatives shall hold information received from as the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with case may be, customers, jeopardize the terms attorney-client privilege of the Confidentiality Agreementinstitution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement or to the extent that the BancShares Parties or CIT, as the case may be, reasonably determines, in light of Pandemic or the Pandemic Measures that such access would jeopardize the health and safety of any of its employees. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) This Section 7.4(b) shall not require any Party to permit any accessEach of BancShares, or to disclose any informationFCB, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, Merger Sub on the one hand, and any Other Party or any of its Subsidiaries, CIT on the other hand, are adverse parties in a litigationshall hold all information furnished by or on behalf of the other party or parties, such information being reasonably pertinent thereto; provided thatas applicable, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure or any of such information party’s Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent doing so (1) would not (required by, and in accordance with, the good faith belief provisions of the Party being requested to disclose confidentiality agreement, dated June 8, 2020, between BancShares and CIT (the information “Confidentiality Agreement”). (after consultation with counsel, which may be in-house counsel)c) reasonably be likely to result in the violation of No investigation by any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested parties or their respective representatives shall affect or be deemed to disclose modify or waive the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives representations and warranties of the Other Party other set forth herein. Nothing contained in this Agreement shall be provided access give any party, directly or indirectly, the right to such information; providedcontrol or direct the operations of the other parties prior to the Effective Time. Prior to the Effective Time, furtherthe parties shall exercise, that consistent with the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate terms and conditions of this Agreement, complete control and supervision over its or and its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)respective operations.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable LawsLaws relating to the exchange of information, each Party party shall, and shall cause each of its Subsidiaries to afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractsContracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IXRepresentatives. Each Party party shall furnish promptly to the Other Parties other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request, request (including information necessary to prepare the Joint Proxy Statement and the Registration Statement). Except for disclosures permitted by the terms of the Confidentiality Agreement, dated as of November 1, 2012, between Parent and the Company (as it may be amended from time to time, the “Company Confidentiality Agreement”) and the Confidentiality Agreement, dated as of January 17, 2013, between Parent and the Company (as it may be amended from time to time, the “Parent Confidentiality Agreement” and, together with the Company Confidentiality Agreement, the “Confidentiality Agreements”), each Party party and its Representatives shall hold information received from the Other Parties other party pursuant to this Section 7.4(a) 5.6 in confidence in accordance with the terms of the Confidentiality AgreementAgreements. (b) This Section 7.4(b) 5.6 shall not require any Party either party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party party or its Subsidiaries is a party or would is subject or cause a loss of any privilege to (including attorney-client privilege) that such Party party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (ii) if such Party party or any of its Subsidiaries, on the one hand, and any Other Party the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause a loss of such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee appropriately designated Representatives of the Other Party other party shall be provided access to such information; provided, further, that the Party party being requested to disclose the information shall (x) notify the Other Parties other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause a loss of such privilege and to be undermined, (y) communicate to the Other Parties other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b5.6(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract). (c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsadvance written notice, each Party shall, of Ouster and Velodyne shall (and shall cause each of its their respective Subsidiaries to and Representatives to) afford to the Other Parties other party and their respective its Representatives reasonable access during normal business hours (andhours, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout during the period prior to commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party 7 and the Effective Time, to its properties, facilities, books, Contracts and records and its officers, employees and Representatives and, during such period, each of Ouster and Velodyne shall (and shall cause its Subsidiaries and Representatives to) furnish promptly to the Other Parties other party: (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted received by it during such period pursuant to the requirements of federal or state applicable securities Laws and a copy of any communication (including “comment letters”other than reports or documents which such party is not permitted to disclose under applicable Law) received by such Party from the SEC concerning compliance with securities Laws and (ii) consistent with its obligations under applicable Law, all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request; provided, however, none of Ouster or Velodyne or any of their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access would, in the reasonable judgment of such party, (w) breach any agreement with any third party, (x) constitute or give rise to a material risk of providing a waiver of the attorney-client, work product doctrine or other privilege held by such party, (y) otherwise violate any applicable Law, or (z) unreasonably interfere with the conduct of the business of the party or create a risk of damage or destruction to any property or assets of the party. In the event any of the restrictions in clauses (w) through (y) of the foregoing sentence shall apply, each party shall advise the other party of the subject matter of any such information that cannot be disclosed and the parties shall use their reasonable best efforts to make appropriate alternate disclosure arrangements, including information necessary adopting additional specific procedures to prepare protect the Joint Proxy Statement confidentiality of sensitive material and to ensure compliance with applicable Laws. Notwithstanding anything to the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreementcontrary herein, each Party of Ouster and Velodyne may satisfy its Representatives shall hold obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Any such information received from the Other Parties provided pursuant to this Section 7.4(a) 5.5 shall be held in confidence to the extent required by, and in accordance with, the provisions of that certain Nondisclosure Agreement, dated September 9, 2022, as such agreement may be amended from time to time in accordance with its terms (the terms of the “Confidentiality Agreement”), between Ouster and Velodyne, which Confidentiality Agreement shall remain in full force and effect. (b) This Section 7.4(b) Each of the parties hereby agree that no investigation by any of the parties or their respective Representatives or information provided, made available or delivered pursuant to this Agreement shall not require any Party to permit any accessaffect the representations, warranties, covenants or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation agreements of any contract or Law to which such Party or its Subsidiaries is a other party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable notice Subject to the Confidentiality Agreement and subject to applicable LawsApplicable Law, and in furtherance of Sections 2.3(a) and 2.3(c) hereof, upon reasonable notice, each Party of Orion and Diamond shall, and shall cause each of its Subsidiaries to respective subsidiaries to, afford to the Other Parties other party and their respective to the officers, employees and Representatives of such other party, reasonable access access, during normal business hours (and, with respect during the period from the date of this Agreement to the books and recordsEffective Time, the right to copy) to all of its and its Subsidiaries’ their respective properties, commitments, books, contracts, commitments, personnel and records and correspondence (in each case, whether in physical provided that such access shall not unreasonably interfere with the business or electronic formoperations of such party), officersand during such period, employeeseach of Orion and Diamond shall, accountantsand shall cause each of its respective subsidiaries to, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) party all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties such other party may reasonably request; provided, including however, that the foregoing shall not require Orion or Diamond to disclose any information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a6.2 to the extent that (i) in confidence 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, Orion or Diamond, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of any third party necessary to provide such disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Orion or Diamond 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 parties determine that doing so would reasonably permit the disclosure of such information without violating Applicable Law or jeopardizing such privilege. No review pursuant to this Section 6.2 shall affect any representation or warranty given by the other party hereto. Each of Orion and Diamond shall hold, and shall cause its respective affiliates, officers, employees and Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Each Principal Party shall, and shall cause each of its Subsidiaries to afford to, throughout the period from the date hereof to the Other Parties Effective Time, (i) provide the other Principal Party and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of such Principal Party and its Subsidiaries and their respective Representatives reasonable access during normal business hours (andassets, with respect to the properties, books and records, but only to the right to copy) to all extent that such access does not unreasonably interfere with the business and operations of its such Principal Party and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall ii) furnish promptly to the Other Parties such persons (i) a copy of each report, statement, schedule and other document filed or submitted received by it such Principal Party or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws laws and a copy of each material report, statement, schedule and other document filed with any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws other Governmental or Regulatory Authority, and (ii) all other information and data (including, without limitation, copies of Contracts, Inprise Employee Benefit Plans or Corel Employee Benefit Plans, as the case may be, and other books and records) concerning its the business and operations of such Principal Party and its Subsidiaries’ business, properties and personnel Subsidiaries as the Other Parties other party or any of such other persons reasonably may reasonably request. Notwithstanding anything herein to the contrary, including nothing herein shall require any Principal Party or any of its Subsidiaries to disclose any information necessary to prepare the Joint Proxy Statement other Principal Party or any of its Representatives if such disclosure would be in violation of (i) any applicable law or regulation of any Governmental or Regulatory Authority, or (ii) any agreement to which such Principal Party is a party on the date hereof. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.01 that constitutes "Confidential Information" (as such term is defined in the letter agreement dated as of January 11, 2000 between Inprise and Corel (the Registration Statement. Except for disclosures permitted "Confidentiality Agreement") shall be governed by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and Each party shall cause each of its Subsidiaries to afford to the Other Parties other parties hereto, and their respective Representatives the other parties’ Representatives, reasonable access during normal business hours (and, with respect during the period prior to the books and records, Effective Time or the right to copy) termination of this Agreement to all of its and its Subsidiaries’ properties, commitments, books, contracts, commitments, personnel and records and correspondence (in and, during such period, each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party party shall furnish promptly to the Other Parties others (ia) a copy of each report, schedule schedule, registration statement and other document filed or submitted by it such party during such period pursuant to the requirements of federal Federal or state securities Laws and a copy of any communication (including “comment letters”b) received by such Party from the SEC concerning compliance consistent with securities Laws and (ii) its legal obligations all other information concerning its such party and its Subsidiaries’ business, properties and personnel as the Other Parties other party may reasonably request; provided, including information necessary however, that either party may restrict the foregoing access to prepare the Joint Proxy Statement and the Registration Statementextent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of April 28, 2005, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), each Party party shall hold, and shall cause its Representatives shall hold to hold, all information received from the Other Parties pursuant to this Section 7.4(a) other party, directly or indirectly, in confidence in accordance with the terms Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the Confidentiality Agreementrepresentations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto. (b) This In addition to and without limiting the foregoing, from the date hereof until the Effective Time, the Company shall furnish to Parent, within eighteen (18) business days after the end of each month, the standard monthly reporting package set forth in Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel6.02(b) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Company Disclosure Letter.

Access to Information; Confidentiality. (a) Upon Subject to Section 6.2(b) and applicable Law and Environmental Law, upon reasonable notice and subject to applicable Lawsnotice, each Party shall, Group shall (and shall cause each its Consolidated Group to) afford the Representatives of its Subsidiaries to afford to the Other Parties and their respective Representatives requesting Party Group reasonable access access, during normal business hours (andfrom the Execution Date until the Closing Date, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contractscontracts and records as well as to their management personnel; provided, records and correspondence (in each casehowever, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout that such access shall be provided on a basis that minimizes the period prior disruption to the earlier operations of the Effective Time disclosing Party Group and its Consolidated Group and, in no event, shall include invasive sampling or testing of the termination of this Agreement environment (including any soils, sediments, groundwater, surface water, atmosphere) or any improvements. 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 Article IXthis Section 6.2(a) and shall be indemnified and held harmless by the requesting Party Group from and against any losses suffered by the disclosing Party Group or Representatives in connection with any such personal injuries. Each Subject to Section 6.2(b) and applicable Law or Environmental Law, during such period, each Party Group shall (and shall cause its Consolidated Group to) furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Entity thereunder, as applicable (including “comment letters”) received by other than documents which such Party from the SEC concerning compliance with securities Laws Group is not permitted to disclose under applicable Law and Environmental Law) and (ii) all other information concerning its and its Subsidiaries’ the disclosing Party Group’s business, properties and personnel as the Other Parties requesting Party Group may reasonably request, including all information necessary relating to prepare environmental matters that is in the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms possession of the Confidentiality Agreementdisclosing Party Group; provided, each however, that neither Party and its Representatives Group shall hold information received from be obligated to furnish to the Other Parties pursuant any reports, schedules, documents, analyses, projections or other information relating to (A) the approval or consideration of this Section 7.4(aAgreement or the transactions contemplated hereby or (B) any other strategic alternative considered by such Party Group at any time, including any MLP Takeover Proposal). Information that a Party Group concludes in confidence good faith may be subject to any applicable privilege shall be shared under a joint defense agreement or such similar arrangement so as to preserve the applicable privilege. Notwithstanding the foregoing, a Party Group shall have no obligation to disclose or provide access to any information the disclosure of which such Party Group has concluded would be in accordance with the terms violation of the Confidentiality Agreementa confidentiality obligation owed to a third party and binding on such Party Group or Consolidated Group. (b) This The Parties acknowledge that certain information received pursuant to Section 7.4(b6.2(a) will be non-public or proprietary in nature and as such shall not require any be deemed to be “Evaluation Material” for purposes of the Confidentiality Agreement. Each Party further agrees to permit any access, or be bound by the terms and conditions of the Confidentiality Agreement and to disclose any information, if such access or disclosure would unreasonably disrupt maintain the operations confidentiality of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so Evaluation Material in accordance with the first proviso in this Confidentiality Agreement; provided, however, that the provisions of Section 7.4(b)) and (z) in 13 of the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract Confidentiality Agreement shall be inapplicable with respect to the disclosures prohibited thereby transactions contemplated by this Agreement, the NRGY GP Purchase Agreement and the MLP GP Contribution Agreement or any proposals or negotiations by or on behalf of the Buyer Parties related to this Agreement (including in response to the extent not otherwise expressly prohibited by the terms of such contracta Superior Proposal Notice or Recommendation Change Notice).

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable Laws, upon reasonable notice, each Party shall, Group shall (and shall cause each the members of its Subsidiaries to such Party Group to) afford to the Other Parties officers, employees, counsel, accountants and their respective other Representatives and advisors of the requesting Party Group reasonable access access, during normal business hours (andfrom the Execution Date until the Closing, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, contracts and records 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 correspondence (in each case, whether in physical or electronic form), 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 officers, employees, accountants, counsel, financial advisors accountants and other Representatives throughout representatives and advisors in connection with the period prior to the earlier of the Effective Time and the termination of this Agreement access provided pursuant to Article IXthis Section 5.2, and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Each Subject to applicable Laws, during such period, each Party Group shall (and shall cause the members of such Party Group to) furnish promptly to the Other Parties other Party Group (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or submitted 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 foreign laws (including pursuant to the Securities Act, the Exchange Act and a copy the rules of any communication Governmental Entity thereunder), as applicable (including “comment letters”) received by other than documents which such Party from the SEC concerning compliance with securities Laws Group is not permitted to disclose under applicable Laws) and (ii) all other information concerning its and its Subsidiaries’ the disclosing Party Group’s business, properties and personnel as the Other Parties requesting Party Group may reasonably request, including all information necessary relating to prepare environmental matters. Notwithstanding the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreementforegoing, each a Party and its Representatives Group shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreement. (b) This Section 7.4(b) shall not require any Party to permit any access, or have no obligation to disclose or provide access to any information, if such access or information the disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of Group has concluded may jeopardize any privilege available to such Party Group relating to such information or any would be in violation of its Subsidiaries or (ii) if a confidentiality obligation binding on such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Group.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject Subject to applicable LawsLaw, each Party shallfrom the date of this Agreement until the Effective Time, Trulia and Zillow shall (and shall cause each of its Subsidiaries to afford their respective subsidiaries to): (i) provide to the Other Parties other party (and their respective Representatives reasonable access during normal business hours (andthe other party’s officers, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officersdirectors, employees, accountants, consultants, legal counsel, financial advisors advisor, agents and other Representatives throughout the period representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the earlier officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the Effective Time books and the termination of this Agreement pursuant to Article IX. Each Party shall records thereof; and (ii) furnish promptly to the Other Parties other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that (ix) no party shall be required to afford such access if it would unreasonably disrupt its operations, (y) a copy party may withhold any document or information the disclosure of each report, schedule which would cause a violation of any agreement to which it or any of its subsidiaries is a party (provided that such party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) and other (z) a party may withhold any document filed or submitted by information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that such party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege)). If any material is withheld pursuant to the requirements of federal immediately preceding sentence or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with applicable Law, the terms withholding party shall, to the extent possible without violating an agreement or applicable Law or risking a loss of legal privilege, inform the Confidentiality Agreementother party as to the general nature of what is being withheld. (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt All information obtained by the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party this Section 6.04 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so kept confidential in accordance with the first proviso confidentiality agreement, dated July 10, 2014 (the “Confidentiality Agreement”), between Zillow and Trulia. (c) No investigation pursuant to this Section 6.04 shall affect any representation or warranty in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its Agreement of any party hereto or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect condition to the disclosures prohibited thereby (to obligations of the extent not otherwise expressly prohibited by the terms of such contract)parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice From the date of this Agreement until the Effective Time, the Company and subject to applicable Laws, each Party shall, Parent shall (and shall cause each of its Subsidiaries to afford their respective subsidiaries (if any) to): (i) provide to the Other Parties other party (and the other party’s affiliates and its and their respective Representatives reasonable access during normal business hours (andofficers, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officersdirectors, employees, accountants, consultants, legal counsel, financial advisors agents and other Representatives throughout the period representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the earlier officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the Effective Time books and the termination of this Agreement pursuant to Article IX. Each Party shall records thereof; and (ii) furnish promptly to the Other Parties other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent shall be required to provide access to or disclose information where the access or disclosure would (i) a copy jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any employee of such party (in the case of each report, schedule and other document filed or submitted by it pursuant to of the requirements of federal or state securities Laws and a copy of any communication foregoing clauses (including “comment letters”i) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other ), it being agreed that the parties shall use their commercially reasonable efforts to cause such information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) be provided in confidence a manner that would not result in accordance with the terms of the Confidentiality Agreementsuch jeopardy or contravention). (b) This Section 7.4(b) shall not require any Party to permit any access, or to disclose any information, if such access or disclosure would unreasonably disrupt Parent and the operations of such Party and its Subsidiaries or, in Company each acknowledge that all information obtained by the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party this Section 7.04 shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so kept confidential in accordance with the first proviso confidentiality agreement, dated as of March 20, 2023 (the “Confidentiality Agreement”), between Parent and the Company. (c) Notwithstanding anything in this Section 7.4(b)Agreement to the contrary, each party (and its Representatives) may consult any tax advisor regarding the tax treatment and (z) in tax structure of the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party Transactions and may disclose to any other person, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials (including opinions or other tax analyses) that are provided to it relating to such contract treatment or structure, in each case in accordance with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawslaws relating to the confidentiality of information, each Party of Seller and Buyer shall, and shall cause each of its Subsidiaries to to, afford to the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors advisors, agents and other Representatives throughout representatives of the other Party, reasonable access, during normal business hours during the period prior before the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such Party shall, and shall cause its Subsidiaries to, make available to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each other Party shall furnish promptly to the Other Parties (i) a copy of each report, schedule schedule, registration statement and other document filed or submitted received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws and a copy of any communication banking or insurance laws (including “comment letters”) received by other than reports or documents that such Party from the SEC concerning compliance with securities Laws is not permitted to disclose under applicable law) and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties other Party may reasonably requestrequest (in the case of a request by Seller, including information necessary concerning Buyer that is reasonably related to prepare the Joint Proxy Statement and prospective value of Buyer Common Stock or to Buyer’s ability to consummate the Registration Statementtransactions contemplated hereby). Except for disclosures permitted by Neither Seller nor Buyer, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the terms attorney-client privilege of such Party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into before the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms of the Confidentiality Agreementpreceding sentence apply. (b) This Section 7.4(bEach Party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from the other Party (other than disclosure to that Party’s agents and representatives in connection with the evaluation and consummation of the Merger) shall not require any Party in connection with this Agreement or the Merger (including the existence and terms of this Agreement) and use such information solely to permit any accessevaluate the Merger, or to disclose any information, if such access or disclosure would unreasonably disrupt the operations of such Party and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in unless (i) any violation of any contract or Law such information is already known to which such the receiving Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or agents and representatives, (ii) if such information is subsequently disclosed to the receiving Party or any its agents and representatives by a third party that, to the knowledge of its Subsidiariesthe receiving Party, on the one handis not bound by a duty of confidentiality, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, (iii) such information being reasonably pertinent thereto; provided thatbecomes publicly available through no fault of the receiving Party, (iv) the receiving Party in good faith believes that the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure use of such information to is necessary or appropriate in making any filing or obtaining any consent required for the extent doing so (1) would not Merger (in which case the receiving Party shall advise the other party before making the disclosure) or (v) the receiving Party in good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, believes that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its furnishing or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter use of such information is required by or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving Party shall advise the other Party before making the disclosure). All information and materials provided by Seller pursuant to this Agreement shall be subject to the extent it is able to do so in accordance with provisions of the first proviso Confidentiality Agreement entered into between Buyer and Seller dated November 7, 2013. (c) No investigation by a Party or its representatives shall affect the representations and warranties of the other Party set forth in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)Agreement.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Laws, each Party shall, and shall cause each of its Subsidiaries to afford to From the Other Parties and their respective Representatives reasonable access during normal business hours (and, with respect to the books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each its terms, subject to compliance with applicable Laws, each of Gold Fields and Yamana shall, and shall cause its Representatives to, afford to the other and its representatives such access as the other Party may reasonably require at all reasonable times, to its officers, employees, agents, properties, books, records and contracts, and shall furnish promptly the other Party with all data and information as it may reasonably request; provided that the Party furnishing data or information (the “Furnishing Party”) shall not be required to (or to cause any of the Furnishing Party’s Subsidiaries to) afford such access or furnish such information to the Other Parties extent that the Furnishing Party believes, in its reasonable good faith judgment, that doing so would (i) a copy result in the loss of each reportattorney-client, schedule and work product or other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and privilege, (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as result in the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms disclosure of any trade secrets of third parties or violate any obligations of the Confidentiality Agreement, each Furnishing Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) in confidence in accordance with the terms or any of the Confidentiality AgreementFurnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (iii) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing, and provided that nothing in this section shall limit the obligations contained in Section 5.7. (b) This Gold Fields and Yxxxxx acknowledge and agree that information furnished pursuant to this Section 7.4(b) 5.10 shall not require any Party be subject to permit any access, or to disclose any information, if the terms and conditions of the Confidentiality Agreement. Any such access or disclosure would unreasonably disrupt the operations of such investigation by a Party and its Subsidiaries orrepresentatives shall not mitigate, diminish or affect the representations and warranties of the other Party contained in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (i) any violation of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party this Agreement or any of its Subsidiaries document or (ii) if such Party or any of its Subsidiaries, on the one hand, and any Other Party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements certificate given pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)hereto.

Access to Information; Confidentiality. (a) Upon reasonable notice and subject to applicable Lawsnotice, each Party shall, and party hereto shall cause each of its Subsidiaries to afford to the Other Parties others, and their respective the others’ officers, employees, accountants, counsel, financial advisors and other Cargill Representatives or IMC Representatives (as the case may be), reasonable access during normal business hours (andhours, with respect to during the books and recordsperiod ending on the earlier of the Effective Date or the termination of this Agreement, the right to copy) to all of its and its Subsidiaries’ (or, in the case of Cargill, the Cargill Fertilizer Businesses’) properties, books, Contracts, commitments, bookspersonnel and records and, contractsduring such period, records each party shall furnish promptly to the others (i) a copy of each report, schedule, registration statement and correspondence other document filed by such party during such period pursuant to the requirements of federal or state securities Laws and (ii) consistent with its legal obligations all other information concerning such party and its Subsidiaries’ business (or, in each casethe case of Cargill, whether in physical or electronic formthe Xxxxxxx Fertilizer Businesses), properties and personnel as the other party may reasonably request for the sole purpose of completing the Transactions; provided, however, that any party hereto may restrict the foregoing access to the extent that (A) any Law applicable to such party or any Contract requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, or (B) the information is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or legal proceedings or government investigations. Nothing in this Section 9.04 shall require any party hereto to permit any inspection, or to disclose any information, that in the reasonable judgment of such party would result in (i) the disclosure of any trade secrets of Third Parties or violate any of its obligations with respect to confidentiality if such party shall have used commercially reasonable efforts to obtain the consent of such Third Party to such inspection or disclosure or (ii) any violation of Laws relating to the sharing of information between competitors, it being understood that the parties hereto will provide extracts, summaries, aggregations or other information to the greatest extent practicable in a manner that does not result in any such violation or improper disclosure. In connection with and subject to the foregoing, each of Cargill and IMC agrees to make available, promptly after they first become available, monthly summary profit and loss statements for such party’s and its Subsidiaries’ business (or, in the case of Cargill, the Xxxxxxx Fertilizer Businesses, which will be summary management reports customarily provided to Cargill management), consolidated and for each division. Cargill shall also furnish to IMC, within 30 days after the end of each fiscal quarter of the Xxxxxxx Fertilizer Businesses, an unaudited consolidated balance sheet of the Xxxxxxx Fertilizer Businesses at the end of such fiscal quarter. All requests for information made pursuant to this Section 9.04 shall be directed to an executive officer of the party or parties hereto, or such other Person as may be designated by such party or parties. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of November 13, 2003, between IMC and Cargill (as it may be amended from time to time, the “Confidentiality Agreement“), each party hereto shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives throughout the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX. Each Party shall furnish promptly to the Other Parties (i) a copy of each reporthold, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the Other Parties may reasonably request, including information necessary to prepare the Joint Proxy Statement and the Registration Statement. Except for disclosures permitted by the terms of the Confidentiality Agreement, each Party and its Representatives shall hold information received from the Other Parties pursuant to this Section 7.4(a) other parties, directly or indirectly, in confidence in accordance with the terms of the Confidentiality Agreement. (b) This IMC may disclose, and no provision of this Section 7.4(b) 9.04 shall be construed to prevent IMC from disclosing, such information (including information referred to in Section 9.04(a)), as may be reasonably necessary in connection with the PLP Unit Exchange; provided, however, that IMC shall be required to obtain the written approval of such disclosure from Cargill, which approval shall not require be unreasonably withheld. (c) No investigation pursuant to this Section 9.04 or information provided or received by any Party party hereto pursuant to permit this Agreement will affect any access, of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to disclose any information, if such access or disclosure would unreasonably disrupt the operations obligations of such Party the parties hereto. (d) IMC shall consult with Cargill and its Subsidiaries or, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) keep Cargill apprised of such Party would reasonably be expected to result in (i) the proposed accounting treatment of, and any violation adjustments to IMC’s financial statements in connection with, the sale of any contract or Law to which such Party or its Subsidiaries is a party or would cause a loss of privilege to such Party or any of its Subsidiaries or the IMC Chemicals Business Unit and the PLP Unit Exchange, (ii) if such Party any proposed amendment of, modification to or any waiver sought under the IMC Credit Agreements or the IMC Indentures and (iii) any proposed settlement of its Subsidiariesany pending or threatened suit, on action or proceeding which involves or contemplates the one hand, and any Other Party payment by IMC or any Subsidiary of its Subsidiaries, on the other hand, are adverse parties IMC of amounts in a litigation, such information being reasonably pertinent thereto; provided that, in the case excess of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or cause a loss of such privilege or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the Other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the Other Parties that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or cause a loss of such privilege and (y) communicate to the Other Parties in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 7.4(b)) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract)$1,000,000.